Rule 424(b)(3)
Registration Statement
No. 33-52685
PRICING SUPPLEMENT NO. 11,
Dated November 3, 1994, to
Prospectus, dated May 11, 1994, and
Prospectus Supplement, dated May 11, 1994.
THE CIT GROUP HOLDINGS, INC.
7.125% MEDIUM-TERM 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: 99.643%.
Underwriting Discount: 0.250%.
Issue Price: 99.893%.
Original Issue Date: November 10, 1994.
Maturity Date: November 15, 1996.
Interest Rate Per Annum: 7.125%.
Interest Payment Dates: Each May 15 and November 15,
commencing May 15, 1995, provided that if any such day is
not a Business Day, the payment will be made on the next
succeeding Business Day as if it were made on the date such
payment was due, and no interest will accrue on the amount
payable for the period from and after such Interest Payment
Date or the Maturity Date, as the case may be.
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
November 10, 1994.
MERRILL LYNCH & CO.
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
<PAGE>
Form: Global Note.
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
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Donaldson, Lufkin & Jenrette Securities
Corporation, PaineWebber Incorporated, and Prudential
Securities Incorporated (the "Underwriters"), are acting as
principals in this transaction.
Subject to the terms and conditions set forth in a Terms
Agreement dated November 3, 1994 (the "Terms Agreement"),
between the Corporation and the Underwriters, 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 each
of the Underwriters, and each of the Underwriters has
severally agreed to purchase, the principal amount of Notes
set forth opposite its name below:
Principal Amount
Underwriter of the Notes
----------- ----------------
Merrill Lynch, Pierce, Fenner & Smith $ 37,500,000
Incorporated
Donaldson, Lufkin & Jenrette
Securities Corporation 37,500,000
PaineWebber Incorporated 37,500,000
Prudential Securities Incorporated 37,500,000
------------
Total $150,000,000
Under the terms and conditions of the Terms Agreement, the
Underwriters are committed to take and pay for all of the
Notes, if any are taken.
The Underwriters may effect 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 Underwriters and/or the
purchasers of the Notes for whom they may act as agent. In
connection with the sale of the Notes, the Underwriters may
be deemed to have received compensation from the Corporation
in the form of underwriting discounts, and the Underwriters
may also receive commissions from the purchasers of the
Notes for whom they may act as agent. The Underwriters and
any dealers that participate with the Underwriters 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 Underwriters that they
intend to make a market in the Notes but are 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 Underwriters
against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
