Rule 424(b)(3)
Registration Statement
Nos. 33-58418 & 33-52685
PRICING SUPPLEMENT NO. 3,
Dated September 22, 1994, to
Prospectus, dated May 11, 1994, and
Prospectus Supplement, dated May 11, 1994.
THE CIT GROUP HOLDINGS, INC.
7.00% MEDIUM-TERM 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: 99.563%.
Underwriting Discount: 0.149%.
Issue Price: Variable Price Reoffer, initially at 99.712%.
Original Issue Date: September 29, 1994.
Maturity Date: September 30, 1997.
Interest Rate Per Annum: 7.00%.
Form: Global Note.
Interest Payment Dates: Each March 30 and September 30,
commencing March 30, 1995, provided that if any such day is
not a Business Day, the Interest Payment Date will be the
next succeeding Business Day, and no interest will accrue on
the amount payable for the period from and after such
Interest Payment Date.
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.
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 29, 1994.
MORGAN STANLEY & CO. INCORPORATED
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Specified Currency: U.S. Dollars.
Trustee, Registrar, Authenticating and Paying Agent:
PNC Bank, National Association, under Indenture dated as of
May 1, 1994 between the Trustee and the Corporation.
UNDERWRITING
Morgan Stanley & Co. Incorporated (the "Underwriter"), is
acting as principal in this transaction.
Subject to the terms and conditions set forth in a Terms
Agreement dated September 22, 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.
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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.
