Rule 424(b)(3)
Registration Statement
No. 33-52685
PRICING SUPPLEMENT NO. 4,
Dated July 24, 1995, to
Prospectus, dated March 24, 1995, and
Prospectus Supplement, dated April 5, 1995.
THE CIT GROUP HOLDINGS, INC.
6.35% MEDIUM-TERM 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: 99.815% or $149,722,500.
Underwriting Discount: .130%.
Issue Price: Variable Price Reoffer, initially at 99.945%
Original Issue Date: July 27, 1995.
Maturity Date: July 31, 1998.
Interest Rate Per Annum: 6.35%.
Interest Payment Dates: Each January 31 and July 31 commencing
January 31, 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 July 27, 1995.
MORGAN STANLEY & CO. INCORPORATED
FIRST CHICAGO CAPITAL MARKETS, INC.
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Form: Global Note.
Specified Currency: U.S. Dollars.
Trustee, Registrar, Authenticating and Paying Agent:
Citibank, N.A. under Indenture dated as of May 1, 1994
between the Trustee and the Corporation.
UNDERWRITING
Morgan Stanley & Co. Incorporated and First Chicago Capital
Markets, Inc. (the "Underwriters") are acting as principals
in this transaction.
Subject to the terms and conditions set forth in a Terms
Agreement dated July 24, 1995 (the "Terms Agreement"),
between the Corporation and the Underwriters, and a letter
agreement dated July 25, 1995 between the Corporation and
First Chicago Capital Markets, 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
Morgan Stanley & Co. Incorporated $125,000,000
First Chicago Capital Markets,Inc. 25,000,000
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Total $150,000,000
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 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 Underwriters 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 Underwriters and/or the purchasers of the Notes for
whom they may act as agent. In connection with the sale of
the Notes, the Underwriters may be deemed to have received
compensation from the Corporation in the form of
underwriting discounts, and the Underwriters may also
receive commissions from the purchasers of the Notes for
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whom they may act as agent. The Underwriters and any
dealers that participate with the Underwriters 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 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.
