Rule 424(b)(3)
Registration Statement
No. 33-58107
PRICING SUPPLEMENT NO. 15,
Dated December 18, 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. $550,000,000.
Proceeds to Corporation: 99.961%.
Underwriting Discount: .039%.
Issue Price: Variable Price Reoffer, initially at par.
Specified Currency: U.S. Dollars.
Original Issue Date: December 21, 1995.
Maturity Date: December 23, 1996.
Interest Rate Basis: Prime Rate.
Spread: -295 basis points.
Initial Interest Rate: The Prime Rate determined one
Business Day prior to the Original Issue Date minus
295 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 December 21, 1995.
LEHMAN BROTHERS
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Form: Global Note.
Interest Reset Date: Each Business Day to but excluding
the Maturity Date.
Rate Cut-Off Date: Two Business Days prior to each Interest Payment Date.
The interest rate for each day following the Rate Cut-Off Date to but
excluding the Interest Payment Date will be the rate prevailing on the
Rate Cut-Off 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: Quarterly on March 23, 1996, June 23, 1996, September
23, 1996, and December 23, 1996, 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, then interest on
the Note will be paid on the next succeeding Business Day, 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.
Minimum Interest Rate: 0.0%.
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Calculation Agent: The CIT Group Holdings, Inc.
Trustee, Registrar, Authenticating and Paying Agent:
Citibank, N.A., under Indenture dated as of May 1,
1994 between the Trustee and the Corporation.
UNDERWRITING
Lehman Brothers, Lehman Brothers Inc. (the
"Underwriter"), is acting as principal in this
transaction.
Subject to the terms and conditions set forth in a Terms Agreement
dated December 18, 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, $550,000,000
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
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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.
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