Rule 424(b)(3)
Registration Statement
No. 33-52685
PRICING SUPPLEMENT NO. 4,
Dated January 5, 1995, to
Prospectus, dated May 11, 1994, and
Prospectus Supplement, dated December 6, 1994.
THE CIT GROUP HOLDINGS, INC.
8.00% 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: 99.897%.
Underwriting Discount: 0.103%.
Issue Price: Variable Price Reoffer, initially at par.
Original Issue Date: January 12, 1995.
Maturity Date: January 13, 1997.
Interest Rate Per Annum: 8.00%.
Interest Payment Dates: Each January 12 and July 12,
commencing July 12, 1995, 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.
Form: Global Note.
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
January 12, 1995.
CHEMICAL SECURITIES INC.
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Specified Currency: U.S. Dollars.
Trustee, Registrar, Authenticating and Paying Agent:
The First National Bank of Boston, under Indenture dated as
of May 1, 1994 between the Trustee and the Corporation.
UNDERWRITING
Chemical Securities Inc. (the "Underwriter") is acting as
principal in this transaction.
Subject to the terms and conditions set forth in a Terms
Agreement dated January 5, 1995 (the "Terms Agreement"),
between the Corporation and the Underwriter, and a Letter
Agreement dated January 5, 1995, between the Corporation and
the Underwriter, incorporating the terms of a Selling Agency
Agreement dated May 12, 1994, 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, and UBS Securities Inc., the
Corporation has agreed to sell to the Underwriter, and the
Underwriter has agreed to purchase, the aggregate principal
amount of the Notes equal to $100,000,000.
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 it 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 it 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
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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.
For purposes of Schedule E to the By-Laws ("Schedule E") of
the National Association of Securities Dealers, Inc. (the
"NASD"), the Underwriter is an affiliate of the Corporation.
When an NASD member, such as the Underwriter, participates
in the distribution of an affiliated company's securities,
the offering must be conducted in accordance with the
applicable provisions of Schedule E. The offer and sale of
the Notes by the Underwriter will comply with the
requirements of Schedule E regarding the underwriting of
securities of affiliates.
This Pricing Supplement and the accompanying Prospectus and
Prospectus Supplement may be used by affiliates of the
Corporation in connection with offers and sales related to
secondary market transactions in the Notes. Such affiliates
may act as principal or agent in such transactions. Such
sales will be made at prices related to prevailing market
prices at the time of sale.
