Prospectus Supplement
(To Prospectus dated March 25, 1993)
The
CIT
Group
$100,000,000
The CIT Group Holdings, Inc.
5 3/4 % Notes Due MARCH 21, 1997
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Interest payable March 21 and September 21
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The Notes are not redeemable prior to maturity and will not be entitled to any
sinking fund. The Notes will be issued only in registered form in denominations
of $1,000 and integral multiples thereof. The Notes will be represented by one
or more permanent global Notes registered in the name of The Depository Trust
Company or its nominee. See "Description of Notes."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE 99.878% AND ACCRUED INTEREST, IF ANY
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Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions(2) Corporation(1)(3)
--------- -------------- -----------------
Per Note ..... 99.878% .131% 99.747%
Total ........ $99,878,000 $131,000 $99,747,000
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(1) Plus accrued interest, if any, from March 21, 1994.
(2) The Corporation has agreed to indemnify the Underwriter against
certain liabilities, including liabilities under the Securities Act of
1933, as amended. See "Underwriting."
(3) Before deduction of expenses payable by the Corporation estimated at
$110,000.
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The Notes are offered, subject to prior sale, when, as and if accepted by the
Underwriter and subject to delivery to the Underwriter of the opinion of Simpson
Thacher & Bartlett, counsel for the Underwriter, with respect to the validity of
the Notes. It is expected that delivery of the Notes will be made on or about
March 21, 1994, through the facilities of The Depository Trust Company, against
payment therefor in immediately available funds.
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MORGAN STANLEY & CO.
Incorporated
March 14, 1994
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No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this Prospectus
Supplement or the accompanying Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Corporation or any agent or underwriter. This Prospectus Supplement and
the accompanying Prospectus do not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such offer in such jurisdiction.
Neither the delivery of this Prospectus Supplement or the accompanying
Prospectus nor any sale made hereunder or thereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Corporation since the date hereof or thereof.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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DESCRIPTION OF NOTES
The 53/4% Notes Due March 21, 1997 (the "Notes") are to be issued as a
series of Debt Securities under the Indenture, dated as of October 24, 1984 (the
"Indenture"), between the Corporation and The Chase Manhattan Bank (National
Association), as Trustee (the "Trustee"), which is more fully described in the
accompanying Prospectus. The Trustee is also the Registrar and Paying Agent.
General
The Notes offered hereby will bear interest from March 21, 1994 at the rate
of 53/4% per annum, payable semiannually on March 21 and September 21 of each
year, commencing September 21, 1994, to the persons in whose names the Notes are
registered at the close of business on the fifteenth day next preceding the
applicable interest payment date. The Notes will mature on March 21, 1997. The
Notes are Senior Securities as described in the accompanying Prospectus.
The Notes will be issued in fully registered form only, without coupons.
The Notes will be issuable in denominations of $1,000 and integral multiples
thereof. The Notes will be represented by one or more permanent global Notes
registered in the name of The Depository Trust Company, New York, New York (the
"Depositary"), or its nominee, as described below.
As discussed below, payment of principal of, and interest on, Notes
represented by a permanent global Note or Notes registered in the name of or
held by the Depositary or its nominee will be made in immediately available
funds to the Depositary or its nominee, as the case may be, as the registered
owner and holder of such permanent global Note or Notes. See "Same-Day
Settlement and Payment."
Redemption
The Notes are not redeemable prior to maturity and will not be entitled to
any sinking fund.
Book-Entry System
Upon issuance, the Notes will be represented by a permanent global Note or
Notes. Each permanent global Note will be deposited with, or on behalf of, the
Depositary and registered in the name of a nominee of the Depositary. Except
under the limited circumstances described below, permanent global Notes will not
be exchangeable for definitive certificated Notes.
Ownership of beneficial interests in a permanent global Note will be
limited to institutions that have accounts with the Depositary or its nominee
("participants") or persons that may hold interests through participants. In
addition, ownership of beneficial interests by participants in such permanent
global Note will be evidenced only by, and the transfer of that ownership
interest will be effected only through, records maintained by the Depositary or
its nominee for such permanent global Note. Ownership of beneficial interests in
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such permanent global Note by persons that hold through participants will be
evidenced only by, and the transfer of that ownership interest within such
participant will be effected only through, records maintained by such
participant. The Depositary has no knowledge of the actual beneficial owners of
the Notes. Beneficial owners will not receive written confirmation from the
Depositary of their purchase, but beneficial owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the participants through which the beneficial
owners entered the transaction. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such laws may impair the ability to transfer beneficial
interests in such permanent global Note.
The Corporation has been advised by the Depositary that upon the issuance
of a permanent global Note and the deposit of such permanent global Note with
the Depositary, the Depositary will immediately credit, on its book-entry
registration and transfer system, the respective principal amounts represented
by such permanent global Note to the accounts of participants.
Payment of principal of and interest on Notes represented by a permanent
global Note registered in the name of or held by the Depositary or its nominee
will be made to the Depositary or its nominee, as the case may be, as the
registered owner and holder of the permanent global Note representing such
Notes. The Corporation has been advised by the Depositary that upon receipt of
any payment of principal of or interest on a permanent global Note, the
Depositary will immediately credit, on its book-entry registration and transfer
system, accounts of participants with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such permanent global
Note as shown in the records of the Depositary. Payments by participants to
owners of beneficial interests in a permanent global Note held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name", and will be the sole responsibility of such
participants, subject to any statutory or regulatory requirements as may be in
effect from time to time.
None of the Corporation, the Trustee, or any other agent of the Corporation
or the Trustee will have any responsibility or liability for any aspect of the
records of the Depositary, any nominee, or any participant relating to, or
payments made on account of, beneficial interests in a permanent global Note or
for maintaining, supervising, or reviewing any of the records of the Depositary,
any nominee, or any participant relating to such beneficial interests.
A permanent global Note is exchangeable for definitive Notes registered in
the name of, and a transfer of a permanent global Note may be registered to, any
person other than the Depositary or its nominee, only if:
(a) the Depositary notifies the Corporation that it is unwilling or
unable to continue as Depositary for such permanent global Note or if at
any time the Depositary ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) the Corporation in its sole discretion determines that such
permanent global Note shall be exchangeable for definitive Notes in
registered form; or
(c) there shall have occurred and be continuing an event of default
under the Indenture, as described in the accompanying Prospectus, and the
Depositary is notified by the Corporation or the Trustee that such global
Note shall be exchangeable for definitive Notes in registered form.
Any permanent global Note that is exchangeable pursuant to the preceding
sentence will be exchangeable in whole for definitive Notes in registered form,
of like tenor and of an equal aggregate principal amount as the permanent global
Note, in denominations of $1,000 and integral multiples thereof. Such definitive
Notes will be registered in the name or names of such person or persons as the
Depositary shall instruct the Trustee. It is expected that such instructions may
be based upon directions received by the Depositary from its participants with
respect to ownership of beneficial interests in such permanent global Note.
Except as provided above, owners of beneficial interests in such permanent
global Note will not be entitled to receive physical delivery of Notes in
definitive form and will not be considered the holders thereof for any purpose
under the Indenture, and no permanent global Note shall be exchangeable, except
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for another permanent global Note of like denomination and tenor to be
registered in the name of the Depositary or its nominee. Accordingly, each
person owning a beneficial interest in such permanent global Note must rely on
the procedures of the Depositary and, if such person is not a participant, on
the procedures of the participant through which such person owns its interest,
to exercise any rights of a holder under the Indenture.
The Corporation understands that, under existing industry practices, in the
event that the Corporation requests any action of holders, or an owner of a
beneficial interest in such permanent global Note desires to give or take any
action that a holder is entitled to give or take under the Indenture, the
Depositary would authorize the participants holding the relevant beneficial
interests to give or take such action, and such participants would authorize
beneficial owners owning through such participants to give or take such action
or would otherwise act upon the instructions of beneficial owners owning through
them.
The Depositary has advised the Corporation that the Depositary is a limited
purpose trust company organized under the laws of the State of New York, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered under
the Exchange Act. The Depositary was created to hold securities of its
participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. The Depositary is owned by a
number of its participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the Depositary's book-entry system is also available to
others, such as banks, brokers, dealers, and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly. The rules applicable to the Depositary and its participants are on
file with the Securities and Exchange Commission.
Same-Day Settlement and Payment
Settlement for the Notes will be made by the Underwriter (as defined below
in "Underwriting") in immediately available funds. So long as the Notes are
represented by a permanent global Note or Notes, all payments of principal and
interest will be made by the Corporation in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, so long as
the Notes are represented by a permanent global Note or Notes registered in the
name of the Depositary or its nominee, the Notes will trade in the Depositary's
Same-Day Funds Settlement System, and secondary market trading activity in the
Notes will therefore be required by the Depositary to settle in immediately
available funds. No assurance can be given as to the effect, if any, of
settlement in immediately available funds on trading activity in the Notes.
Information Concerning the Trustee
The Corporation from time to time may borrow from the Trustee, and the
Corporation and certain of its subsidiaries may maintain deposit accounts and
conduct other banking transactions with the Trustee.
DIVIDEND POLICY
The Dai-Ichi Kangyo Bank, Limited ("DKB"), the 60% stockholder of the
Corporation, MHC Holdings (Delaware) Inc., the 40% stockholder of the
Corporation, and the Corporation operate under a strict policy requiring the
payment of dividends by the Corporation to DKB and MHC Holdings (Delaware) Inc.
equal to and not exceeding 50% of net operating earnings of the Corporation on a
quarterly basis. The Indenture does not require this policy nor otherwise limit
the Corporation's payment of dividends. See "Description of Debt
Securities--Certain Restrictive Provisions" in the accompanying Prospectus.
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UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
(the "Underwriting Agreement") between the Corporation and Morgan Stanley & Co.
Incorporated (the "Underwriter"), the Corporation has agreed to sell to the
Underwriter, and the Underwriter has agreed to purchase, all of the Notes
offered hereby.
The Corporation has been advised by the Underwriter that it proposes
initially to offer the Notes to the public at the public offering price set
forth on the cover page of this Prospectus Supplement, and to certain dealers at
such price less a concession not in excess of .125% of the principal amount of
the Notes. The Underwriter may allow, and such dealers may reallow, a concession
to certain other dealers not in excess of .100% of such principal amount. After
the initial public offering, the public offering price and such concessions may
be changed from time to time.
The Notes are a new issue of securities with no established trading market.
The Corporation does not presently intend 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 the Underwriter 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 Underwriting Agreement provides that the obligations of the Underwriter
are subject to certain conditions precedent and that the Underwriter will
purchase all the Notes if any are purchased.
The Underwriting Agreement provides that the Corporation will indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or contribute to payments the Underwriter
may be required to make in respect thereof.
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THE CIT GROUP HOLDINGS, INC.
