Rule 424(b)(3)
Registration Statement
No. 33-52685
PRICING SUPPLEMENT NO. 7,
Dated September 14, 1995 to
Prospectus, dated March 24, 1995, and
Prospectus Supplement, dated April 5, 1995.
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. $150,000,000.
Proceeds to Corporation: 99.955%
Underwriting Discount: .045%
Issue Price: Variable Price Reoffer.
Specified Currency: U.S. Dollars.
Original Issue Date: September 19, 1995.
Maturity Date: March 19, 1997.
Interest Rate Basis: Federal Funds Rate.
Spread: +8 basis points.
Initial Interest Rate: The Federal Funds Rate
determined one Business Day prior to the Original
Issue Date plus eight basis points.
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 September 19,
1995.
MERRILL LYNCH & CO.
<PAGE>
Form: Global Note.
Interest Reset Date: Each Business Day to but excluding
the Maturity Date.
Rate Cutoff Date: Two Business Days prior to each
Interest Payment Date. The interest rate in effect
for each day following the Rate Cutoff Date to but
excluding the Interest Payment Date will be the rate
prevailing on the Rate Cutoff Date.
Accrual of Interest: Accrued interest 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 but not including the day for which accrued
interest is being calculated. The "Interest Factor"
for any Note for each such day will be computed by
multiplying the face amount of the Note by the
interest rate applicable to such day and dividing the
product thereof by 360.
Interest Payment Dates: December 19, 1995, March 19,
1996, June 19, 1996, September 19, 1996, December 19,
1996 and March 19, 1997, provided that if any
Interest Payment Date (other than the Maturity Date)
would otherwise fall on a day that is not a Business
Day, then the Interest Payment Date will be the first
following day that is a Business Day. If the
Maturity Date would otherwise fall on a day that is
not a Business Day, the payment of principal and
interest will be made on the first following day that
is a Business Day as if it were made on the date such
payment was due, and no interest on such payment will
accrue for the period from and after the Maturity
Date.
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.
Calculation Date: The earlier of (i) the fifth Business
Day after each Interest Determination Date, or (ii)
the Business Day immediately preceding the applicable
Interest Payment Date.
Interest Determination Date: One Business Day prior to
each Interest Reset Date.
<PAGE>
Minimum Interest Rate: 0.00%.
Calculation Agent: The CIT Group Holdings, Inc.
Trustee, Registrar, Authenticating and Paying Agent:
Harris Trust & Savings Bank, under Indenture dated as
of May 1, 1994 between the Trustee and the
Corporation.
UNDERWRITING
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated (the "Underwriter") is acting as
principal in this transaction.
Subject to the terms and conditions set forth in a
Terms Agreement dated September 14, 1995 (the "Terms
Agreement"), between the Corporation and the
Underwriter, and 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 Underwriter,
and the Underwriter has agreed to purchase,
$150,000,000 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
<PAGE>
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.
