January 7, 1994
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Re: The CIT Group Holdings, Inc.
Registration No. 33-50666
Dear Sirs:
On behalf of The CIT Group Holdings, Inc. (the "Company"), I enclose
herewith for filing pursuant to Rule 424(b)(3) under the Securities Act of
1933, as amended, the Prospectus Supplement, dated January 6, 1994, to the
Propectus, dated March 25, 1993, relating to the offering of Floating Rate
Notes due January 15, 1999 by the Company.
Very truly yours,
Ferlanda Fox Wallace
Enclosure
<PAGE>
PROPECTUS SUPPLEMENT
(To Prospectus Dated March 25, 1993)
$250,000,000
THE CIT GROUP HOLDINGS, INC.
FLOATING RATE NOTES DUE JANUARY 15, 1999
The Notes will mature on January 15, 1999. Interest on the Notes will be
payable on the fifteenth day of January, April, July, and October,
commencing April 15, 1994. The rate of interest will be reset quarterly as
described herein based on (i) LIBOR (as defined herein) plus (ii) a spread
of .125%. See "Description of Notes_Interest." 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 (the "Depositary")
or its nominee. Beneficial interests in the global Notes will be shown on,
and transfers thereof will be effected only through, records mantained by
the Depositary and its participants. See "Description of Notes_Book-Entry
System." Except as described herein, Notes in definitive form will not be
issued. Settlement for the Notes will be made in immediately available
funds. The Notes will trade in the Depositary's Same-Day Funds Settlement
System until maturity, and secondary market trading activity for the Notes
will therefore settle in immediately available funds. All payments of
principal and interest will be made by the Corporation in immediately
available funds. See "Description of Notes_Same-Day Settlement and
Payment."
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 THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________________________________________________________________
Price to Underwriting Proceeds to
Public(1) Discount Corporation(1)(2)
Per Note 100.000% .257% 99.743%
Total $250,000,000 $642,500 $249,357,500
____________________________________________________________________________
(1) Plus accrued interest, if any, from January 13, 1994.
(2) Before deducting estimated expenses of $275,000 payable by the
Corporation.
The Notes are offered subject to receipt and acceptance by the Underwriter,
to prior sale and to the Underwriter's right to reject any order in whole
or in part and to withdraw, cancel or modify the offer without notice. It
is expected that delivery of a permanent global Note or Notes will be made
to the Depositary on or about January 13, 1994.
______________________
SALOMON BROTHERS INC
__________________________________________________________________________
The date of this Prospectus Supplement is January 6, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
DESCRIPTION OF NOTES
The Floating Rate Notes Due January 15, 1999 (the "Notes") are to be
issued as a series of Debt Securities under the Indenture, dated as of
February 1, 1993 (the "Indenture"), between the Corporation and PNC Bank,
National Association, formerly known as Pittsburgh National Bank, 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 will mature on January 15, 1999. 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."
INTEREST
Interest Payment Dates. Interest on the Notes will be payable on the
fifteenth day of January, April, July and October (each an "Interest
Payment Date"), commencing April 15, 1994, provided that, if an Interest
Payment Date would otherwise fall on a day that is not a Business Day,
such Interest Payment Date will be the following day that is a Business
Day, except that if such day falls in the next calendar month, such
Interest Payment Date will be the next preceding day that is a Business
Day. Interest payable on each Interest Payment Date will include interest
accrued from and including January 13, 1994 or from and including the most
recent Interest Payment Date to which interest has been paid, as the case
may be, to, but excluding, such Interest Payment Date. Interest payable
on any Interest Payment Date will be payable to the persons in whose name
the Notes are registered at the close of business on the fifteenth day
next preceding the Interest Payment Date.
The rate of interest on the Notes will be reset quarterly. The
"Interest Reset Date" shall mean the second day next preceding each
Interest Payment Date, commencing April 13, 1994, provided that, if an
Interest Reset Date would otherwise fall on a day that is not a Business
Day, such Interest Reset Date will be the following day that is a Business
Day, except that if such day falls in the next calendar month, such
Interest Reset Date will be the preceding day that is a Business Day.
"Business Day" shall mean any day other than a Saturday or a Sunday
or a day on which banking institutions in The City of New York are
generally authorized or obligated by law or executive order to close.
"London Business Day" shall mean any day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market.
Interest Rate. The rate of interest for each Interest Reset Date
will be (i) LIBOR (as defined below) in effect on the Interest
Determination Date for such Interest Reset Date plus (ii) a spread of
.125%. The initial interest rate will be (i) LIBOR in effect on January
11, 1994 plus (ii) a spread of .125%. LIBOR for each Interest Reset Date
will be determined by the Calculation Agent (as defined below) in
accordance with the following provisions.
The applicable "LIBOR" will be determined on each Interest
Determination Date by the Calculation Agent in accordance with the
following provisions:
(i) On each Interest Determination Date, LIBOR will be the rate for
deposits in U.S. dollars having a maturity of three months which appears
on the Telerate Page 3750 (as defined below) as of 11:00 a.m., London
time, on such Interest Determination Date.
(S-2)
<PAGE>
(ii) If on any Interest Determination Date such rate for deposits in
U.S. dollars having a maturity of three months does not appear on the
Telerate Page 3750 as specified in (i) above, LIBOR will be determined on
the basis of the rates at which deposits in U.S. dollars are offered by
four major banks in the London interbank market selected by the
Calculation Agent at approximately 11:00 a.m., London time, on such
Interest Determination Date to prime banks in the London interbank market
having a maturity of three months and in a principal amount equal to an
amount that is representative for a single transaction in such market at
such time. The Calculation Agent will request the principal London office
of each of such banks to provide a quotation of its rate. If at least two
such quotations are provided, the rate for that Interest Determination
Date will be the arithmetic mean of the quotations. If fewer than two
quotations are provided, LIBOR for that Interest Determination Date will
be the arithmetic mean of the rates quoted by three major banks in The
City of New York, selected by the Calculation Agent, at approximately
11:00 a.m., New York City time, on such Interest Determination Date for
loans in U.S. dollars to leading European banks, having a maturity of
three months and in a principal amount equal to an amount that is
representative for a single transaction in such market at such time;
provided, however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as described above, the Interest Rate
will be the Interest Rate in effect on such Interest Determination Date.
"Telerate Page 3750" shall mean the display page designated as page
3750 on the Dow Jones Telerate Service (or such other page as may replace
page 3750 on that service for the purpose of displaying London interbank
offered rates).
The "Interest Determination Date" for each Interest Reset Date shall
be two London Business Days next preceding such Interest Reset Date. The
"Calculation Date" with respect to an Interest Determination Date shall be
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.
Accrued interest on the Notes from the initial issue date or from the
last date to which interest has been paid or duly provided for is
calculated by multiplying the face amount of such Notes by an accrued
interest factor. Such accrued interest factor is computed by adding the
interest factor calculated for each day from the initial 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 (expressed as a decimal) for each such day is computed by dividing
the interest rate (expressed as a decimal) applicable to such date by 360.
All percentages resulting from any calculation of the rate of
interest (including calculation of the interest factor or the arithmetic
mean of any interest rate quotations) will be rounded, if necessary, to
the nearest one millionth of a percentage point, with five ten-millionths
of a percentage point rounded upwards (e.g., 4.5876545% (or .045876545)
being rounded to 4.587655% (or .04587655)), and all dollar amounts used in
or resulting from such calculations will be rounded to the nearest cent
(with one-half cent being rounded upwards).
The interest rate on the Notes will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by
United States law of general application. Under present New York law, the
maximum rate of interest is 25% per annum on a simple interest basis. This
limit may not apply to Notes in which $2,500,000 or more has been
invested.
The Calculation Agent will, upon the request of the holder of any
Note, provide the interest rate then in effect. The Calculation Agent is
The CIT Group Holdings, Inc. All calculations made by the Calculation
Agent in the absence of manifest error shall be conclusive for all
purposes and binding on the Corporation and the holders of the Notes.
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,
(S-3)
<PAGE>
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 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 confirmation 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 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 shall 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 shall 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 for another permanent global Note of like
denomination and tenor to be registered in the name of the Depositary or
its nominee. Accordingly,
(S-4)
<PAGE>
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 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.
(S-5)
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement (the "Underwriting Agreement"), the Corporation has agreed to
sell to Salomon Brothers Inc (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 .200% 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 .125%
of such principal amount. After the initial public offering, the public
offering price and such concession 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 of the Notes if any are purchased.
All secondary trading in the Notes will settle in immediately
available funds. See "Description of Notes_Same-Day Settlement and
Payment."
The Underwriting Agreement provides that the Corporation will
indemnify the Underwriter against certain civil 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.
(S-6)
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY $250,000,000
INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO THE CIT GROUP
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY HOLDINNGS, INC.
SECURITIES OTHER THAN THE SECURITIES DESCRIBED
IN THIS PROSPECTUS SUPPLEMENT OR AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH
OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE FLOATING RATE
NOTES DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR DUE JANUARY 15,
THE 1999 PROSPECTUS NOR ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
__________________
TABLE OF CONTENTS
THE
PAGE CIT
PROSPECTUS SUPPLEMENT GROUP
Description of Notes S-2
_______________________
Dividend Policy S-5
Underwriting S-6 Salomon Brothers Inc
_____________________
PROSPECTUS
Available Information 2
Documents Incorporated by Reference 2
The Corporation 3
Summary of Financial Information 6
Use of Proceeds 7
Description of Debt Securities 7
Plan of Distribution 12 PROSPECTUS SUPPLEMENT
Experts 12
Legal Opinions 12 DATED JANUARY 6, 1994
<PAGE>
