Rule 424(b)(3)
Registration Statement
No. 33-58418
PRICING SUPPLEMENT NO. 19,
Dated April 7, 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. $75,000,000.
Proceeds to Corporation: 99.90%
Underwriting Discount: 0.10%
Issue Price: Variable Price Reoffer, initially at par.
Specified Currency: U.S. Dollars.
Original Issue Date: April 14, 1994.
Maturity Date: April 14, 1999.
Interest Rate Basis: Constant Maturity Treasury Rate (as
defined below).
Index Maturity: Two Years.
Spread: -16.5 basis points.
Initial Interest Rate: The Constant Maturity Treasury
Rate determined as of Friday, April 8, 1994 minus
16.5 basis points, to be calculated on or about
Monday, April 11, 1994.
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 April 14, 1994.
SALOMON BROTHERS 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 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 date 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 the actual
number of days in the applicable year.
Interest Payment Dates: Quarterly on the 14th day of each
January, April, July, and October, commencing July
14, 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: Ten Business Days prior to
each Interest Reset Date.
Interest Reset Date: Quarterly on the 14th day of each
January, April, July, and October, commencing July
14, 1994.
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: Not applicable.
Maximum Interest Rate: Not Applicable.
Minimum Interest Rate: 0.0%.
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Calculation Agent: Salomon Brothers Inc
Other Provisions:
"Constant Maturity Treasury Rate" means, with respect
to any Interest Determination Date, the rate that is
published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15(519),
Selected Interest Rates", or any successor
publication of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "U.S.
Government/Securities/Treasury Constant Maturities",
in the Index Maturity specified above. If the
H.15(519) is no longer published, the "Constant
Maturity Treasury Rate" shall be the rate which
appears on Telerate Page 7055 (as defined below) (as
determined by the Calculation Agent), on the
applicable Interest Determination Date opposite the
applicable Index Maturity. If on any Interest
Determination Date, such rate does not appear on
Telerate Page 7055, then the Calculation Agent will
contact the Board of Governors of the Federal Reserve
System and request the Constant Maturity Treasury
Rate, in the applicable Index Maturity, for the
Interest Determination Date. If the Board of
Governors of the Federal Reserve System does not
provide such information by 5:00 p.m. on the
Calculation Date, then the Constant Maturity Treasury
Rate for such Interest Determination Date will be the
arithmetic mean of quotations reported by three
leading U.S. government securities dealers (one of
which may be the Calculation Agent), according to
their written records, with reference to the 3:00
p.m., New York time, closing bid-side yield
quotations for the noncallable U.S. Treasury Note
that is nearest in maturity to the Index Maturity,
but not less than exactly the Index Maturity, and for
the noncallable U.S. Treasury Note that is nearest in
maturity to the Index Maturity, but not more than
exactly the Index Maturity, on the Interest
Determination Date. The Calculation Agent shall
calculate the Constant Maturity Treasury Rate by
interpolating to the Index Maturity, based on an
Actual/Actual day count basis, the yield on the two
Treasury Notes selected. If the Calculation Agent
cannot obtain three such adjusted quotations, the
Constant Maturity Treasury Rate for such Interest
Determination Date will be the arithmetic mean of all
such quotations, or if only one such quotation is
obtained, such quotation, obtained by the Calculation
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Agent. In all events, the Calculation Agent shall
continue polling dealers until at least one adjusted
yield quotation can be determined.
"Telerate Page 7055" means the display page
designated as page 7055 on the Dow Jones Telerate
Service (or such other page as may replace page 7055
on that service for the purpose of displaying
Constant Maturity Treasury Rates).
"Business Day" means any day, other than a Saturday
or Sunday, that is neither a legal holiday nor a day
on which banking institutions are generally
authorized or required by law or regulation to close
in The City of New York.
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
Salomon Brothers Inc (the "Underwriter"), is acting
as principal in this transaction.
Subject to the terms and conditions set forth in a
Terms Agreement dated April 7, 1994 (the "Terms
Agreement"), between the Corporation and the
Underwriter, and a Letter Agreement dated April 7,
1994, between the Corporation and the Underwriter,
incorporating the terms of 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, $75,000,000 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
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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.
