Rule 424(b)(3)
Registration Statement
No. 33-58418
PRICING SUPPLEMENT NO. 2,
Dated September 9, 1994 to
Prospectus, dated May 11, 1994, and
Prospectus Supplement, dated May 11, 1994.
THE CIT GROUP HOLDINGS, INC.
MEDIUM-TERM FLOATING RATE NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(X) Senior Note ( ) Senior Subordinated Note
Principal Amount: U.S. $200,000,000.
Proceeds to Corporation: 99.853%
Underwriting Discount: 0.147%
Issue Price: Variable Price Reoffer, initially at par.
Specified Currency: U.S. Dollars.
Original Issue Date: September 16, 1994.
Maturity Date: September 18, 1995.
Interest Rate Basis: Prime Rate.
Spread: -280 basis points.
Initial Interest Rate: The Prime Rate determined two
Business Days prior to the Original Issue Date minus
280 basis points.
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 September 16,
1994.
CS FIRST BOSTON
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Form: Global Note.
Interest Reset Date: Each Business Day to but excluding
the Maturity Date.
Accrual of Interest: Accrued interest from the Original
Issue Date or from the last date to which interest
has been paid or duly provided for with respect to
any Note will be calculated by multiplying the face
amount of such Note by an accrued Interest Factor.
This accrued Interest Factor will be computed by
adding the Interest Factors calculated for each day
from the Original Issue Date or from the last date to
which interest has been paid or duly provided for up
to the day for which accrued interest is being
calculated. The "Interest Factor" for any Note for
each such day will be computed by dividing the
interest rate applicable to such day by 360.
Interest Payment Dates: December 18, 1994, March 18,
1995, June 18, 1995 and September 18, 1995, provided
that if any Interest Payment Date would otherwise
fall on a day that is not a Business Day, then the
Interest Payment Date will be the first following day
that is a Business Day.
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.
Calculation Date: The earlier of (i) the fifth Business
Day after each Interest Determination Date, or (ii)
the Business Day immediately preceding the applicable
Interest Payment Date.
Interest Determination Date: Two Business Days prior to
each Interest Reset Date.
Minimum Interest Rate: 0.0%.
Trustee, Registrar, Authenticating and Paying Agent:
Society National Bank, under Indenture dated as of
May 1, 1994 between the Trustee and the Corporation.
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UNDERWRITING
CS First Boston Corporation (the "Underwriter"), is
acting as principal in this transaction.
Subject to the terms and conditions set forth in a
Terms Agreement dated September 9, 1994 (the "Terms
Agreement"), between the Corporation and the
Underwriter, and a Selling Agency Agreement, dated
May 12, 1994, between the Corporation and Lehman
Brothers, Lehman Brothers Inc., CS First Boston
Corporation, Goldman, Sachs & Co., Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, and
UBS Securities Inc., the Corporation has agreed to
sell to the Underwriter, and the Underwriter has
agreed to purchase, $200,000,000 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
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 Corporation has agreed to indemnify the
Underwriter against certain liabilities, including
liabilities under the Securities Act of 1933, as
amended.
