Rule 424(b)(3)
Registration Statement
No. 33-52685
PRICING SUPPLEMENT NO. 5,
Dated August 28, 1995, to
Prospectus, dated March 24, 1995, and
Prospectus Supplement, dated April 5, 1995.
THE CIT GROUP HOLDINGS, INC.
6.125% MEDIUM-TERM NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(X) Senior Note ( ) Senior Subordinated Note
Principal Amount: U.S. $ 100,000,000.
Proceeds to Corporation: 99.678% or $99,678,000.
Underwriting Discount: .200%.
Issue Price: 99.878%.
Original Issue Date: September 1, 1995.
Maturity Date: September 1, 1998.
Interest Rate Per Annum: 6.125%.
Interest Payment Dates: Each March 1 and September 1, commencing March 1, 1996,
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 Underwriters, as specified herein, subject to
receipt and acceptance by them and subject to their 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 September 1, 1995.
SALOMON BROTHERS INC
BA SECURITIES, INC.
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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
Salomon Brothers Inc and BA Securities, Inc. (the
"Underwriters") are acting as principals in this
transaction.
Subject to the terms and conditions set forth in a Terms Agreement
dated August 28, 1995 (the "Terms Agreement"), between the Corporation
and the Underwriters, and a letter agreement dated August 28, 1995
between the Corporation and BA Securities, Inc., incorporating the
terms of a Selling Agency Agreement dated April 6, 1995, 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,
Salomon Brothers Inc, and UBS Securities Inc., the Corporation has
agreed to sell to the Underwriters, and each of the Underwriters has
severally agreed to purchase, the principal amount of the Notes set
forth opposite its name below:
Principal Amount of
Underwriter the Notes
Salomon Brothers Inc $ 80,000,000
BA Securities, Inc. 20,000,000
------------
Total $100,000,000
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 have advised the Corporation that they propose
initially to offer the Notes directly to the public at the public
offering price set forth on the cover page of this Pricing Supplement
and to certain dealers at such price less a concession not in excess of
.150% of the principal amount of the Notes. The Underwriters may allow,
and such dealers may reallow, a discount not in excess of .125% of the
principal amount of the Notes on sales to certain other dealers. After
the initial offering, the price to public and concession and discount
to dealers may be changed by the Underwriters.
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
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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.
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