Rule 424(b)(3)
Registration Statement
No. 33-58418
PRICING SUPPLEMENT NO. 2,
Dated May 4, 1994, to
Prospectus, dated March 25, 1993, and Prospectus
Supplement, dated April 25, 1994.
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. $30,000,000.
Proceeds to Corporation: $29,970,000.
Underwriting Discount: 0.10%.
Issue Price: Variable Price Reoffer, initially at par.
Specified Currency: U.S. Dollars.
Original Issue Date: May 11, 1994.
Maturity Date: May 11, 1998.
Interest Rate Basis: Treasury Rate.
Index Maturity: Three Months.
Spread: +30 basis points.
Interest Rate Calculation: (i) From and including May 11,
1994 to but excluding May 13, 1996, Treasury Rate
plus thirty basis points, and (ii) from and including
May 13, 1996 to but excluding May 11, 1998, 7.00%.
Initial Interest Rate: 4.438%.
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 May 11, 1994.
FIRST CHICAGO CAPITAL MARKETS, 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: The eleventh day of each
February, May, August and November, commencing August
11, 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.
Interest Determination Date: Two Business Days prior to
each Interest Reset Date.
Interest Reset Date: The eleventh day of each February,
May, August and November, commencing August 11, 1994,
provided that if any Interest Reset Date is not a
Business Day, then the Interest Reset Date will be
the next succeeding Business Day.
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.
Redemption Provisions: The Notes are not redeemable prior
to May 13, 1996 and are not entitled to any sinking
fund. The Notes may be redeemed at the option of the
Corporation on May 13, 1996 or at any time thereafter
upon giving not less than thirty (30) days prior
written notice to the holder of the Notes and to the
Trustee.
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Maximum Interest Rate: Not Applicable.
Minimum Interest Rate: 0.00%.
Other Provisions:
"Treasury Rate" means, with respect to any Interest
Determination Date, the rate for the auction of
direct obligations of the United States ("Treasury
bills") held on the applicable Interest Determination
Date, or the most recent auction immediately prior
thereto, having the Index Maturity specified above as
such rate is published by the Board of Governors of
the Federal Reserve System (the "Federal Reserve
Board") in "Statistical Release H.15(519), Selected
Interest Rates", or any successor publication of the
Federal Reserve Board ("H.15(519)"), under the
heading "Treasury bills - auction average
(investment)". If the Treasury Rate has not been so
published by 9:00 a.m., New York City time, on the
Calculation Date pertaining to such Interest
Determination Date, the "Treasury Rate" shall be the
bond equivalent of the secondary market quote for the
Treasury bills closest to the Index Maturity
specified above as such rate is published by the
Federal Reserve Board in H.15(519) under the heading
"Treasury bills - secondary market quote".
"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 Chase Manhattan Bank (National Association),
under Indenture dated as of October 24, 1984 between
the Trustee and the Corporation.
UNDERWRITING
First Chicago Capital Markets, Inc. (the
"Underwriter"), is acting as principal in this
transaction.
Subject to the terms and conditions set forth in a
Terms Agreement dated May 4, 1994 (the "Terms
Agreement"), between the Corporation and the
Underwriter, and a Letter Agreement, dated May 4,
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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, $30,000,000 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.
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.
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The Corporation has agreed to indemnify the
Underwriter against certain liabilities, including
liabilities under the Securities Act of 1933, as
amended.
