Rule 424(b)(3)
Registration Statement
No. 33-58418
PRICING SUPPLEMENT NO. 21,
Dated April 25, 1994, to
Prospectus, dated March 25, 1993, and Prospectus
Supplement, dated March 25, 1993.
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. $150,000,000.
Proceeds to Corporation: $149,832,000
Underwriting Discount: 0.112%
Issue Price: Variable Price Reoffer, initially at par.
Specified Currency: U.S. Dollars.
Original Issue Date: May 2, 1994.
Maturity Date: May 2, 1997.
Interest Rate Basis: Treasury Rate (as defined below).
Index Maturity: Six Months.
Spread: +20 basis points.
Initial Interest Rate: The Treasury Rate determined one
Business Day prior to the Original Issue Date plus
twenty 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 May 2, 1994.
UBS SECURITIES INC.
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Form: Global Note.
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 up to the day for
which accrued interest is being calculated with
respect to any Note will be calculated by multiplying
the face amount of such Note by the simple unweighted
average of the bond equivalent yield of the weekly
auction average of the Treasury Rate plus twenty
basis points on the basis of the actual number of
days in the applicable period divided by the actual
number of days in the applicable year.
Interest Payment Dates: The first Tuesday of each May and
November, commencing November 1, 1994, provided that
if any Interest Payment Date is not a Business Day,
then interest will be paid on the next succeeding
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,
without adjustment for changes in the Interest
Payment Date if the scheduled Interest Payment Date
is not a Business Day.
Interest Determination Date: As specified in the
Prospectus Supplement.
Interest Reset Date: As specified in the Prospectus
Supplement.
Calculation Date: The earlier of (i) the fifth Business
Day after each Interest Determination Date, or (ii)
the Business Day next preceding the applicable
Interest Payment Date.
Rate Cutoff Date: Six Business Days prior to each
Interest Payment Date. The interest rate for each
day following the Rate Cutoff Date to the Interest
Payment Date will be the rate prevailing on the Rate
Cutoff Date.
Maximum Interest Rate: Not Applicable.
Minimum Interest Rate: Not Applicable.
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Other Provisions:
"Treasury Rate" means, with respect to any Interest
Determination Date, the rate of the U.S. Treasury
six-month Treasury bill auction results that appears
on Telerate Page 57 (as defined below) in the column
on such page titled "Average Investment Yield", as of
3:00 p.m., New York City time. If Telerate Page 57
is no longer published, the "Treasury Rate" shall be
as specified in the Prospectus Supplement.
"Telerate Page 57" means the display page designated
as page 57 on the Dow Jones Telerate Service (or such
other page as may replace page 57 on that service for
the purpose of displaying Treasury Rates).
Trustee, Registrar, Authenticating and Paying Agent:
The First National Bank of Chicago, under Indenture
dated as of July 14, 1989 between the Trustee and the
Corporation.
UNDERWRITING
UBS Securities Inc. (the "Underwriter"), is acting as
principal in this transaction.
Subject to the terms and conditions set forth in a
Terms Agreement dated April 25, 1994 (the "Terms
Agreement"), between the Corporation and the
Underwriter, and 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,
$150,000,000 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
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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.
