As filed with the Securities and Exchange Commission on March 15, 1995
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
and
POST-EFFECTIVE AMENDMENT NO. 3
and
POST-EFFECTIVE AMENDMENT NO. 5
and
POST-EFFECTIVE AMENDMENT NO. 7
Under
THE SECURITIES ACT OF 1933
-------------------
The CIT Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1211 Avenue of the Americas
New York, New York 10036
(212) 536-1950
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
-------------------
ERNEST D. STEIN
Executive Vice President, General Counsel & Secretary
The CIT Group Holdings, Inc.
650 CIT Drive
Livingston, New Jersey 07039
(201) 740-5013
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------
Please send copies of all communications to:
ANDRE WEISS
Schulte Roth & Zabel
900 Third Avenue
New York, New York 10022
-------------------
Approximate date of commencement of proposed sale to the public:
When market conditions warrant after the effective
date of this Registration Statement.
-------------------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box./ /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box./X/
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of securities to be offering price aggregate registration
to be registered registered per unit offering price fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Senior/Senior Subordinated
Debt Securities...................... $6,000,000,000(1) 100%(2) $6,000,000,000(2) $2,068,966
==============================================================================================================
<FN>
(1) If any Debt Securities are issued (i) with a principal amount denominated
in a foreign currency, such principal amounts as shall result in an
aggregate initial offering price the equivalent of U.S. $6,000,000,000 at
the time of initial offering, or (ii) at an original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price of $6,000,000,000.
(2) Estimated solely for the purpose of determining the registration fee.
</FN>
</TABLE>
(continued on following page)
<PAGE>
(continued from previous page)
-------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
-------------------
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement contains a combined prospectus that also relates to Registration
Statement Nos. 33-50666, 33-58418, and 33-52685, previously filed by the
Registrant on Form S-3 and declared effective on August 28, 1992, March 15,
1993, and May 11, 1994, respectively. This Registration Statement constitutes
Post-Effective Amendment No. 3 to Registration Statement No. 33-52685,
Post-Effective Amendment No. 5 to Registration Statement No. 33-58418 and
Post-Effective Amendment No. 7 to Registration Statement No. 33-50666, and each
such Post-Effective Amendment shall hereafter become effective concurrently with
the effectiveness of this Registration Statement and in accordance with Section
8(c) of the Securities Act of 1933.
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED MARCH 15, 1995
The CIT Group Holdings, Inc.
Debt Securities
-------------------
The CIT Group Holdings, Inc. (the "Corporation") intends to issue from time
to time, in one or more series, debt securities (the "Debt Securities"), which
may be either senior (the "Senior Securities") or senior subordinated (the
"Senior Subordinated Securities") in priority of payment, with an aggregate
initial offering price not to exceed $8,511,000,000 (or (i) if the principal of
the Debt Securities is denominated in a foreign currency, the equivalent thereof
at the time of offering, or (ii) if the Debt Securities are issued at an
original issue discount, such greater principal amount as shall result in an
aggregate initial offering price of $8,511,000,000). Each Debt Security will be
a direct, unsecured obligation of the Corporation and will be offered to the
public on terms determined by market conditions at the time of sale. The
Corporation may sell its Debt Securities (i) directly to purchasers, (ii)
through agents designated from time to time, (iii) to dealers, or (iv) through
an underwriter or a group of underwriters. The Debt Securities may be issued in
one or more series with the same or various terms. The specific designation,
aggregate principal amount, currency of payment, authorized denominations,
purchase price, maturity, rate and time of payment of any interest, any
redemption terms, the designation of each Trustee acting under the applicable
Indenture, any listing on a securities exchange, or other specific terms of the
Debt Securities in respect of which this Prospectus is being delivered (the
"Offered Debt Securities") will be set forth in the accompanying supplement to
the Prospectus (the "Prospectus Supplement"), together with the terms of
offering of the Offered Debt Securities. The Corporation reserves the sole right
to accept and either in its sole discretion or together with its agents from
time to time to reject, in whole or in part, any proposed purchase of Offered
Debt Securities.
If any agents of the Corporation or any dealers or underwriters are
involved in the sale of the Offered Debt Securities in respect of which this
Prospectus is being delivered, the names of such agents, dealers, or
underwriters and any applicable agent's commission, dealer's purchase price, or
underwriter's discount will be set forth in or may be calculated from the
Prospectus Supplement. The net proceeds to the Corporation from such sale will
be (i) the purchase price of such Offered Debt Securities less such commission
in the case of an agent, (ii) the purchase price of such Offered Debt Securities
in the case of a dealer, or (iii) the public offering price less such discount
in the case of an underwriter and less, in each case, other applicable issuance
expenses. See "Plan of Distribution" for possible indemnification arrangements
with agents, dealers, and underwriters.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1995.
<PAGE>
No salesman or any other person has been authorized by the Corporation or
any dealer, agent, or underwriter to give any information or to make any
representation, other than as contained in this Prospectus, the Prospectus
Supplement or the documents incorporated by reference, in connection with the
offer contained in this Prospectus and the Prospectus Supplement and, if given
or made, such information or representation must not be relied upon. This
Prospectus and the Prospectus Supplement do not constitute any offer by any
dealer, agent or underwriter to sell, or a solicitation of an offer to buy,
securities in any state to any person to whom it is unlawful for such dealer,
agent or underwriter to make such offer or solicitation in such state. Neither
the delivery of this Prospectus and the Prospectus Supplement nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Corporation and its subsidiaries since the
date of the information contained herein.
-------------------
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other information
can be inspected and copied at the offices of the Commission, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and
Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission, at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Certain of the Corporation's securities are listed on the New York Stock
Exchange and reports and other information concerning the Corporation can also
be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Corporation are
incorporated by reference in this Prospectus:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994, together with the report of KPMG Peat Marwick LLP,
independent certified public accountants, which report refers to a change
in the method of accounting for postretirement benefits other than pensions
in 1993; and
(b) The Corporation's Current Report on Form 8-K dated January 18,
1995.
All documents filed by the Corporation pursuant to Sections 13(a) and (c),
14, or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON REQUEST, A COPY OF ANY OR ALL OF THE FOREGOING
DOCUMENTS DESCRIBED ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN
THIS PROSPECTUS OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). SUCH REQUEST SHOULD
BE DIRECTED TO:
Corporate Secretary
The CIT Group Holdings, Inc.
1211 Avenue of the Americas
New York, New York 10036
(212) 536-1950
2
<PAGE>
THE CORPORATION
The CIT Group Holdings, Inc. (the "Corporation"), a Delaware corporation,
is a successor to a company founded in St. Louis, Missouri on February 11, 1908.
It has its principal executive offices at 1211 Avenue of the Americas, New York,
New York 10036, and its telephone number is (212) 536-1950. The Corporation,
operating directly or through its subsidiaries primarily in the United States,
engages in financial services activities through a nationwide distribution
network. The Corporation provides financing primarily on a secured basis to
commercial borrowers, ranging from middle-market to larger companies, and to a
lesser extent to consumers. While these secured lending activities reduce the
risk of losses from extending credit, the Corporation's results of operations
can also be affected by other factors, including general economic conditions,
competitive conditions, the level and volatility of interest rates,
concentrations of credit risk, and government regulation and supervision. The
Corporation does not finance the development or construction of commercial real
estate. The Corporation has eight strategic business units, seven of which offer
corporate financing, dealer and manufacturer financing, and factoring products
and services to clients, and an eighth which offers consumer first and second
mortgage financing and home equity lines of credit.
The Dai-Ichi Kangyo Bank, Limited ("DKB") owns sixty percent (60%) of the
issued and outstanding shares of common stock of the Corporation, which it
purchased from Manufacturers Hanover Corporation ("MHC") at year-end 1989. The
remaining forty percent (40%) common stock interest in the Corporation is owned
by Chemical Banking Corporation ("CBC") through a subsidiary MHC Holdings
(Delaware) Inc. ("MHC Holdings"), which CBC acquired as part of the merger
between MHC and CBC on December 31, 1991.
In accordance with a stockholders agreement among DKB, CBC, as successor to
MHC, and the Corporation (the "Stockholders Agreement"), the Corporation amended
its Certificate of Incorporation and its By-Laws in conformity therewith.
Pursuant to the Stockholders Agreement, immediately after MHC sold the sixty
percent (60%) interest in the Corporation to DKB, the stockholders elected a new
Board of Directors comprised of the President and Chief Executive Officer and
the Vice Chairman of the Corporation, six nominees designated by DKB, and two
nominees designated by MHC. The Stockholders Agreement also contains provisions
for the management of the Corporation, majority voting by DKB on the
Corporation's Executive Committee, consent of MHC Holdings with respect to major
corporate and business changes, and restrictions with respect to the transfer of
the stock of the Corporation to third parties.
Corporate Finance Group
The Corporation's Corporate Finance Group is comprised of Business Credit,
Capital Equipment Financing and Credit Finance.
The CIT Group/Business Credit offers revolving and term loans secured by
accounts receivable, inventories and fixed assets to medium and larger-sized
companies. Such loans are used by clients primarily for acquisitions and
refinancings. It also offers specialty financing for companies in the paper,
printing and chemical industries and debtor-in-possession and workout financing
for turnaround situations. The CIT Group/Business Credit sells participation
interests in such loans to other lenders and will occasionally purchase
participation interests in such loans originated by other lenders. Business is
developed through direct calling efforts and through other sources originated by
new business development officers. The CIT Group/Business Credit is
headquartered in New York City, with sales and customer service offices in New
York, Chicago, Dallas, Los Angeles, Atlanta and Charlotte.
The CIT Group/Capital Equipment Financing specializes in customized secured
financing and leasing including single investor leases, the debt and equity
portions of leveraged leases, and operating leases for major capital equipment
such as aircraft, rail cars, maritime shipping, and containers and chassis, for
its own account and for syndications. Such business is developed directly with
large companies and through third parties. The CIT Group/Capital Equipment
Financing also provides secured financing and leasing products to middle-market
and larger companies seeking medium and longer term financings. Such
transactions are developed through direct calling efforts and financial
intermediaries. Financing products include direct secured loans and leases, sale
and leaseback arrangements, operating leases, and project financings. Two
business groups within The CIT Group/Capital Equipment Financing augment its
marketing efforts and provide services relating to its areas of expertise. The
first group, The CIT Group/Capital Investments, acts as an agent, broker, and
3
<PAGE>
advisor in financing and leasing transactions. The CIT Group/Capital Investments
is a registered broker-dealer and a member of the National Association of
Securities Dealers, Inc. The second group, The CIT Group/Asset Management,
provides asset management services to financial institutions and certain
non-financial institutions for equipment financing transactions and portfolios.
The CIT Group/Capital Equipment Financing is headquartered in New York City,
with sales offices in twelve cities, including New York, Chicago and Los
Angeles.
The CIT Group/Credit Finance offers revolving and term loans to small and
medium-sized companies secured by accounts receivable, inventories, and fixed
assets. Such loans are used by clients for working capital and in refinancings,
acquisitions, and leveraged buyouts. The CIT Group/Credit Finance also offers
financing for reorganizations, restructurings, and Chapter 11 situations.
Business is developed through direct calling efforts and through other sources
developed by new business development officers. The CIT Group/Credit Finance is
headquartered in New York City, with sales and customer service offices in New
York, Chicago and Los Angeles and loan production offices in seven other cities.
Dealer and Manufacturer Financing Group
The Corporation's Dealer and Manufacturer Financing Group is comprised of
Industrial Financing and Sales Financing.
The CIT Group/Industrial Financing offers secured equipment financing and
leasing products, including direct secured loans, leases, secured lines of
credit, sale and leaseback arrangements, vendor financing for manufacturers,
wholesale and retail financing for dealers/distributors, acquisition of chattel
paper and other installment receivables, and acquisition of portfolios
originated by others. It has a nationwide network of local offices and business
aircraft, intermediary and national accounts financing units. The CIT
Group/Industrial Financing is headquartered in Livingston, New Jersey, with
sales offices in fourteen cities, including Berwyn, Pennsylvania, Tempe, Arizona
and Atlanta, Georgia, which also serve as regional and customer service offices.
The CIT Group/Sales Financing, working through dealers and manufacturers,
provides retail secured financing on a nationwide basis for the purchase of
recreational vehicles, recreational boats and manufactured housing. The CIT
Group/Sales Financing also purchases portfolios of these assets from banks,
savings and loans, investment banks and others and provides servicing for
portfolios owned by other financial institutions and securitization trusts. The
CIT Group/Sales Financing is headquartered in Livingston, New Jersey with an
asset service center in Oklahoma City, Oklahoma, and covers the United States
from five regional business centers located in Atlanta, Boston, Kansas City,
Sacramento and Seattle.
Consumer Finance
In December 1992, The CIT Group/Consumer Finance, a newly formed business
unit, began offering loans secured primarily by first or second mortgages on
residential real estate. The CIT Group/Consumer Finance generates business
through brokers and direct marketing efforts. It also acquires "home equity"
portfolios originated by others. In early 1994, The CIT Group/Consumer Finance
began offering home equity lines of credit to consumers. This business unit is
headquartered in Livingston, New Jersey with 33 sales offices serving 24 states,
two of which purchase mortgage loans from third parties. Administrative support
is provided by the Sales Financing asset service center located in Oklahoma
City, Oklahoma.
Factoring
The CIT Group/Commercial Services offers a full range of factoring services
providing for the purchase of accounts receivable, including credit protection,
bookkeeping, and collection activities. Financing is also provided in the form
of revolving and term loans, and letter of credit support. The CIT
Group/Commercial Services is headquartered in New York City, with full service
offices in New York, Los Angeles, Dallas and Charlotte and sales offices in
Miami and Hong Kong. Bookkeeping and collection functions are located in a
service center in Danville, Virginia.
On February 28, 1994, the Corporation acquired, for cash, Barclays
Commercial Corporation ("BCC"), a company of The Barclays Group. BCC had total
assets of approximately $700.0 million at December 31, 1993 and total factoring
volume of approximately $5.00 billion for the year then ended. The business and
4
<PAGE>
acquired assets of BCC were transferred to The CIT Group/Commercial Services,
Inc., a wholly-owned subsidiary of the Corporation. BCC is engaged in the same
lines of business as The CIT Group/Commercial Services, with BCC adding a
significant geographical presence in the Southeastern United States.
Equity Investments
The CIT Group/Equity Investments and its subsidiary The CIT Group/Venture
Capital originate and participate in purchasing private equity and
equity-related securities, and arrange transaction financing, and merger and
acquisition transactions. These units also invest in emerging growth
opportunities in selected industries, including the life sciences, information
technology, communications and consumer products. Business is developed through
direct solicitation, or through referrals from investment banking firms,
financial intermediaries, or the Corporation's other business units. The CIT
Group/Venture Capital is a federal licensee under the Small Business Investment
Act of 1958. The CIT Group/Equity Investments and The CIT Group/Venture Capital
are headquartered in Livingston, New Jersey.
Multi-National Marketing
Supplementing the Corporation's marketing efforts, the Corporation's
Multi-National Marketing Group promotes the services of the Corporation's
various business units to the U.S. subsidiaries of foreign corporations in need
of asset-based financing. Business is developed through referrals from DKB and
through direct calling efforts. The Multi-National Marketing Group is located in
New York City.
Regulation
Both DKB and CBC are bank holding companies within the meaning of the Bank
Holding Company Act of 1956 (the "Act"), and each is registered as such with the
Federal Reserve Board. As a result, the Corporation is subject to certain
provisions of the Act. In general, the Act limits the activities in which a bank
holding company and its subsidiaries may engage to those of banking or managing
or controlling banks or performing services for their subsidiaries and to
continuing activities which the Federal Reserve Board has determined to be "so
closely related to banking or managing or controlling banks as to be a proper
incident thereto." The Corporation's current principal business activities
constitute permissible activities for a subsidiary of a bank holding company.
The operations of the Corporation and its subsidiaries are subject, in
certain instances, to supervision and regulation by governmental authorities and
may be subject to various laws and judicial and administrative decisions
imposing various requirements and restrictions, including among other things,
regulating credit granting activities, establishing maximum interest rates and
finance charges, regulating customers' insurance coverages, requiring
disclosures to customers, governing secured transactions, and setting
collection, repossession, and claims handling procedures and other trade
practices. In most states the consumer sales finance and loan business and the
consumer second mortgage and home equity line of credit businesses are subject
to licensing or regulation. In some states the industrial finance business is
subject to similar licensing or regulation. The consumer second mortgage, home
equity line of credit, sales finance, and loan businesses, including those
conducted by the Corporation, are also subject to a number of Federal statutes,
including the Federal Consumer Credit Protection Act, which requires, among
other things, disclosure of the finance charge in terms of an annual percentage
rate, as well as the total dollar cost.
In the judgment of management, existing statutes and regulations have not
had a materially adverse effect on the business conducted by the Corporation and
its subsidiaries. However, it is not possible to forecast the nature of future
legislation, regulations, judicial decisions, orders, or interpretations, nor
their impact upon the future business, earnings, or otherwise, of the
Corporation and its subsidiaries.
5
<PAGE>
SUMMARY OF FINANCIAL INFORMATION
The following is a summary of certain financial information of the
Corporation and its subsidiaries. The data for the years ended December 31,
1994, 1993 and 1992 were obtained from the Corporation's audited consolidated
financial statements contained in the Corporation's 1994 Annual Report on Form
10-K. The data for the years ended December 31, 1991 and 1990 were obtained from
audited consolidated statements of the Corporation that are not incorporated by
reference in this Prospectus. This summary should be read in conjunction with
the financial information of the Corporation included in the reports referred to
under "Documents Incorporated By Reference."
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(Dollar Amounts in Thousands)
<S> <C> <C> <C> <C> <C>
Finance income.................................... $1,263,846 $1,111,853 $1,091,562 $1,196,417 $1,106,000
Interest expense.................................. 613,957 508,006 552,017 709,373 711,645
---------- ---------- ---------- ---------- ----------
Net finance income.............................. 649,889 603,847 539,545 487,044 394,355
Fees and other income............................. 174,365 133,805 113,762 115,890 115,675
---------- ---------- ---------- ---------- ----------
Operating Revenue............................... 824,254 737,652 653,307 602,934 510,030
---------- ---------- ---------- ---------- ----------
Salaries and employee benefits.................... 185,868 152,139 137,914 127,060 113,612
General operating expenses........................ 152,068 130,043 123,721 119,273 101,615
---------- ---------- ---------- ---------- ----------
Salaries and general operating expenses........... 337,936 282,182 261,635 246,333 215,227
--------- --------- --------- --------- ---------
Net credit losses................................. 84,152 94,408 98,284 95,169 88,610
Provision for finance receivables increase........ 12,789 10,466 4,891 1,883 9,489
---------- ---------- ---------- ---------- ----------
Total provision for credit losses................. 96,941 104,874 103,175 97,052 98,099
---------- ---------- ---------- ---------- ----------
Depreciation on operating lease equipment......... 64,308 39,799 16,645 8,064 --
---------- ---------- ---------- ---------- ----------
Operating expenses................................ 499,185 426,855 381,455 351,449 313,326
---------- ---------- ---------- ---------- ----------
Income before provision for income taxes,
extraordinary item and cumulative effect of a
change in accounting principle.................. 325,069 310,797 271,852 251,485 196,704
Provision for income taxes........................ 123,941 128,489 105,311 100,032 76,995
---------- ---------- ---------- ---------- ----------
Income before extraordinary item and cumulative
effect of a change in accounting principle...... 201,128 182,308 166,541 151,453 119,709
Extraordinary item - loss on early extinguishment of
debt, net of income tax benefit................ -- -- (4,241) (1,325) (5,937)
Cumulative effect of a change in accounting for
income taxes................................... -- -- -- -- 20,350
---------- ---------- ---------- ---------- ----------
Net income........................................ $ 201,128 $ 182,308 $ 162,300 $ 150,128 $ 134,122
========== ========== ========== ========== ==========
</TABLE>
The following table sets forth the ratio of earnings to fixed charges for
each of the periods indicated.
Ratios of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------
1994 1993 1992 1991 1990
---- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges ................. 1.52 1.60 1.49 1.35 1.27
</TABLE>
The ratios of earnings to fixed charges have been computed in accordance
with requirements of the Commission's Regulation S-K. Earnings consist of income
from continuing operations before income taxes; fixed charges consist of
interest on indebtedness and the portion of rentals considered representative of
an appropriate interest factor.
6
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Debt Securities offered hereby will
provide additional working funds for the Corporation and its subsidiaries and
will be used initially to reduce short-term borrowings (presently represented by
commercial paper) incurred primarily for the purpose of originating and
purchasing receivables in the ordinary course of business. The amounts which the
Corporation itself may use in connection with its business and which the
Corporation may furnish to particular subsidiaries are not now determinable.
From time to time the Corporation may also use the proceeds to finance the bulk
purchase of receivables and/or the acquisition of other finance-related
businesses.
DESCRIPTION OF DEBT SECURITIES
General
The Debt Securities will constitute either Superior Indebtedness (as
defined below) or Senior Subordinated Indebtedness (as defined below) of the
Corporation. Senior Securities may be issued from time to time in one or more
separate, unlimited series under one or more separate indentures, each
substantially in the form of a global indenture (each such indenture and
indentures supplemental thereto are hereinafter referred to as a "Senior
Indenture", and collectively as the "Senior Indentures"), in each case between
the Corporation and a banking institution organized under the laws of the United
States or one of the states thereof (each such banking institution is
hereinafter referred to as a "Senior Trustee", and collectively as the "Senior
Trustees"). The Senior Subordinated Securities may be issued from time to time
as either (i) one or more separate, unlimited series of Debt Securities
constituting senior subordinated indebtedness under one or more separate
indentures, each substantially in the form of a global indenture (each such
indenture and indentures supplemental thereto are hereinafter referred to as a
"Senior Subordinated Indenture", and collectively as the "Senior Subordinated
Indentures"), in each case between the Corporation and a banking institution
organized under the laws of the United States or one of the states thereof (each
such banking institution is hereinafter referred to as a "Senior Subordinated
Trustee", and collectively as the "Senior Subordinated Trustees"), or (ii) one
or more separate, unlimited series of Debt Securities constituting senior
subordinated indebtedness under the Senior Subordinated Indentures which is
intended to qualify as "Tier II Capital" under the rules and regulations of the
Ministry of Finance of Japan and the risk-based capital guidelines of the
Federal Reserve Board, if such series have the limited rights of acceleration
described under "Description of Debt Securities--Senior Subordinated Securities"
and "Description of Debt Securities--Events of Default". The Senior Indentures
and the Senior Subordinated Indentures are sometimes herein referred to as the
"Indentures", and the Senior Trustees and the Senior Subordinated Trustees are
sometimes herein referred to as the "Trustees".
The statements under this heading are subject to the detailed provisions of
each Indenture. A form of global Senior Indenture and a form of global Senior
Subordinated Indenture are filed as exhibits to a previously filed Registration
Statement. Wherever particular provisions of an Indenture or terms defined
therein are referred to, such provisions or definitions are incorporated by
reference as a part of the statements made and the statements are qualified in
their entirety by such reference.
The Debt Securities to be issued pursuant to this Prospectus, comprised of
the Senior Securities and the Senior Subordinated Securities, are limited to an
aggregate initial offering price of $8,511,000,000 (or (i) if the principal of
the Debt Securities is denominated in a foreign currency, the equivalent thereof
at the time of offering, or (ii) if the Debt Securities are issued at an
original issue discount, such greater principal amount as shall result in an
aggregate initial offering price of $8,511,000,000). The Senior Indentures do
not limit the amount of Debt Securities or other unsecured Superior Indebtedness
which may be issued thereunder or limit the amount of subordinated debt, secured
or unsecured, which may be issued by the Corporation. Except as described herein
under "Description of Debt Securities--Certain Restrictive Provisions", the
Senior Subordinated Indentures do not limit the amount of Debt Securities or
other unsecured Senior Subordinated Indebtedness which may be issued thereunder
or limit the amount of Junior Subordinated Indebtedness, secured or unsecured,
which may be issued by the Corporation. Certain other agreements by which the
Corporation is bound relating to outstanding debt limit the amount of Senior
Subordinated Indebtedness the Corporation may issue. At December 31, 1994, under
the most restrictive of such provisions in any such agreement, the Corporation
could issue up to approximately $1.79 billion of Senior Subordinated
Indebtedness, of which approximately $300.0 million was issued and outstanding
as of December 31, 1994. The Debt Securities will be issued in fully registered
7
<PAGE>
form and, with regard to each issue of Offered Debt Securities in respect of
which this Prospectus is being delivered, in the manner and in the denominations
set forth in the accompanying Prospectus Supplement.
The Debt Securities may be issued in one or more series of Senior
Securities and/or one or more separate series of Senior Subordinated Securities,
in each case with the same or various maturities at par or at a discount.
Offered Debt Securities bearing no interest or interest at a rate which at the
time of issuance is below market rates ("Original Issue Discount Securities")
will be sold at a discount (which may be substantial) below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the Prospectus Supplement relating thereto.
Reference is made to the Prospectus Supplement for the following terms of
the Offered Debt Securities: (i) the designation, aggregate principal amount,
and authorized denominations of the Offered Debt Securities; (ii) the percentage
of their principal amount at which such Offered Debt Securities will be issued;
(iii) the date or dates on which the Offered Debt Securities will mature; (iv)
the rate or rates (which may be fixed or variable) per annum, if any, at which
the Offered Debt Securities will bear interest, or the method of determining
such rate or rates, or the original issue discount, if applicable; (v) the times
at which any such interest will be payable and the date from which any such
interest shall accrue; (vi) provisions for a sinking, purchase, or other
analogous fund, if any; (vii) any redemption terms; (viii) the designation of
the office or agency of the Corporation in the Borough of Manhattan, The City of
New York, where the Offered Debt Securities may be presented for payment and may
be transferred or exchanged by the registered holders thereof or by their
attorneys duly authorized in writing; (ix) if other than U.S. dollars, the
currency (including composite currencies) in which the principal of, premium, if
any, and/or interest on the Offered Debt Securities will be payable; (x) any
currency (including composite currencies) other than the stated currency of the
Offered Debt Securities in which the principal of, premium, if any, and/or
interest on the Offered Debt Securities may, at the election of the Corporation
or the holders, be payable, and the periods within which, and terms and
conditions upon which, such election may be made; (xi) if the amount of payments
of principal of, premium, if any, and/or interest on the Offered Debt Securities
may be determined with reference to an index, the manner in which such amounts
will be determined; (xii) whether the Offered Debt Securities are Senior
Securities or Senior Subordinated Securities, or include both; and (xiii) other
specific terms.
Principal, premium, if any, and interest, if any, less applicable
withholding taxes, if any, will be payable at the office or agency of the
Corporation maintained for such purpose in the Borough of Manhattan, The City of
New York, provided that payment of interest, if any, less applicable withholding
taxes, if any, may be made at the option of the Corporation by check mailed to
the address of the person entitled thereto as it appears on the register of the
Corporation. (Section 2.04.)
The Indentures provide that the Debt Securities will be transferable by the
registered holders thereof, or by their attorneys duly authorized in writing, at
the office or agency of the Corporation maintained for such purpose in such
cities as will be designated in the Prospectus Supplement, in the manner and
subject to the limitations provided in the Indentures, and upon surrender of the
Debt Securities. No service charge will be made for any registration of transfer
or exchange of the Debt Securities, but the Corporation may require payment of a
sum sufficient to cover any tax or other governmental charge in connection
therewith. (Section 2.06.)
"Indebtedness", when used in the definition of the terms "Superior
Indebtedness", "Senior Subordinated Indebtedness", and "Junior Subordinated
Indebtedness", means all obligations which in accordance with generally accepted
accounting principles should be classified as liabilities upon a balance sheet
and in any event includes all debt and other similar monetary obligations,
whether direct or guaranteed.
"Superior Indebtedness" means all Indebtedness of the Corporation that is
not by its terms subordinate or junior to any other indebtedness of the
Corporation. As discussed below, the Senior Securities constitute Superior
Indebtedness.
"Senior Subordinated Indebtedness" means all Indebtedness of the
Corporation that is subordinate only to Superior Indebtedness. As discussed
below, the Senior Subordinated Securities constitute Senior Subordinated
Indebtedness.
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"Junior Subordinated Indebtedness" means all Indebtedness of the
Corporation that is subordinate to both Superior Indebtedness and Senior
Subordinated Indebtedness.
Senior Securities
The Senior Securities will be direct, unsecured obligations of the
Corporation, and will constitute Superior Indebtedness issued on a parity with
the other Superior Indebtedness of the Corporation. At December 31, 1994,
approximately $13.87 billion of outstanding Superior Indebtedness was reflected
in the Corporation's consolidated audited balance sheet. The Senior Securities
will be senior to all Senior Subordinated Indebtedness, including the Senior
Subordinated Securities, which at December 31, 1994, totaled $300.0 million
outstanding, and Junior Subordinated Indebtedness, none of which was outstanding
at December 31, 1994. The subordination provisions applicable to the Senior
Subordinated Securities are discussed below under "Description of Debt
Securities--Senior Subordinated Securities".
Senior Subordinated Securities
The Senior Subordinated Securities will be direct, unsecured obligations of
the Corporation subordinated as to principal, premium, if any, and interest to
the prior payment in full of all Superior Indebtedness of the Corporation,
including the Senior Securities. In the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization, or similar proceedings or proceedings
for voluntary liquidation, dissolution, or other winding up of the Corporation,
whether or not involving insolvency or bankruptcy proceedings, the holders of
Superior Indebtedness will first be paid in full before any payment on account
of principal, premium, if any, or interest is made on the Senior Subordinated
Securities. An event of default under and/or acceleration of Superior
Indebtedness does not in itself result in the suspension of payments on Senior
Subordinated Securities. However, in the event the Senior Subordinated
Securities are declared due and payable before their expressed maturity because
of the occurrence of one of the events of default specified in the Senior
Subordinated Indentures, holders of the Senior Subordinated Securities will be
entitled to payment only after payment in full of Superior Indebtedness or
provision for such payment is made.
By reason of the foregoing subordination, in the event of insolvency,
holders of Superior Indebtedness may recover more, ratably, than the holders of
the Senior Subordinated Securities. The Senior Subordinated Securities are
intended to rank in all respects on a parity with all other Senior Subordinated
Indebtedness, including the Corporation's outstanding Senior Subordinated
Securities, and superior in right of payment to all Junior Subordinated
Indebtedness and all outstanding capital stock.
Senior Subordinated Securities of certain series may meet the requirements
necessary for such series to be considered "Tier II Capital" under the rules and
regulations of the Ministry of Finance of Japan and the risk-based capital
guidelines of the Federal Reserve Board. If it is intended that any series be
considered Tier II Capital, such series of the Senior Subordinated Securities
may provide that the maturity date of any such series so designated by the
Corporation in a supplement hereto will be subject to acceleration only in the
event of certain circumstances related to the insolvency of the Corporation.
Certain Restrictive Provisions
Except as set forth in the next sentence, no Indenture limits the amount of
other securities which may be issued by the Corporation or its subsidiaries, but
each contains a covenant that neither the Corporation nor any subsidiary will
create or incur any mortgage, pledge, or other lien on any of its properties,
except intercompany pledges from a subsidiary to the Corporation or to another
wholly-owned subsidiary of the Corporation; purchase money liens or liens
existing on properties hereafter acquired; liens on properties of subsidiaries
existing at the time of acquisition of the subsidiary; liens created in the
ordinary course of business by subsidiaries for money borrowed, if such
subsidiaries prior to becoming such had borrowed on a secured basis; liens
created in the ordinary course of business by subsidiaries operating outside the
territorial limits of the United States, if in the countries in which such liens
are created it is necessary or appropriate to borrow on a secured basis or to
deposit collateral to secure all or any of its obligations; renewals or
refundings of any of the foregoing; consensual liens in the ordinary course of
business that secure indebtedness which would not be included in total
liabilities as shown on the Corporation's consolidated balance sheet; sales of
securitized assets or property of the Corporation or its subsidiaries; liens
that secure certain other indebtedness which, in an aggregate principal amount
9
<PAGE>
then outstanding, does not exceed 10% of the Corporation's consolidated tangible
net worth; and certain other minor exceptions. (Section 6.04.) In addition, the
Senior Subordinated Indentures provide that the Corporation will not permit (i)
the aggregate amount of Senior Subordinated Indebtedness outstanding at any time
to exceed 100% of the aggregate amount of the par value of the capital stock
plus the surplus (including retained earnings) of the Corporation and its
consolidated subsidiaries or (ii) the aggregate amount of Senior Subordinated
Indebtedness and Junior Subordinated Indebtedness outstanding at any time to
exceed 150% of the aggregate amount of the par value of the capital stock plus
the surplus (including retained earnings) of the Corporation and its
consolidated subsidiaries. (Senior Subordinated Indenture Section 6.05.) Under
the more restrictive of such tests in the Senior Subordinated Indentures, as of
December 31, 1994, the Corporation could issue up to approximately $1.49 billion
of additional Senior Subordinated Indebtedness. For information as to
restrictions in other agreements on the Corporation's ability to issue Senior
Subordinated Indebtedness, see "Description of Debt Securities--General" above.
The holders of at least a majority in principal amount of the outstanding
Debt Securities of any series may, on behalf of the holders of all Debt
Securities of that series, waive, insofar as that series is concerned,
compliance by the Corporation with the foregoing restrictions. (Senior Indenture
Section 6.06, Senior Subordinated Indenture Section 6.07.)
Each Indenture provides that, subject to the restrictions described in the
first sentence of the first paragraph under this caption, nothing contained in
such Indenture will prevent the consolidation or merger of the Corporation with
or into any other corporation, or the merger into the Corporation of any other
corporation, or the sale by the Corporation of its property and assets as, or
substantially as, an entirety, or otherwise. Notwithstanding the foregoing: (i)
in the event of any such consolidation or merger in which the Corporation is not
the surviving corporation, the surviving corporation must succeed to and be
substituted for the Corporation and must expressly assume by an indenture
executed and delivered to the applicable Trustee, the due and punctual payment
of the principal of (and premium, if any) and interest, if any, on all Debt
Securities then outstanding and the performance and observance of every covenant
and condition of such Indenture which is required to be performed or observed by
the Corporation, and (ii) as a condition to any sale of the property and assets
of the Corporation as, or substantially as, an entirety, the corporation to
which such property and assets will be sold must (a) expressly assume, as part
of the purchase price thereof, the due and punctual payment of the principal of
(and premium, if any) and interest, if any, on all Debt Securities and the
performance and observance of every covenant and condition of such Indenture
which is required to be performed or observed by the Corporation, and (b)
simultaneously with the delivery to it of the conveyances or instruments of
transfer of such property and assets, execute and deliver to the applicable
Trustee a proper indenture in form satisfactory to such Trustee, pursuant to
which such purchasing corporation will assume the due and punctual payment of
the principal of (and premium, if any) and interest, if any, on all Debt
Securities then outstanding and the performance and observance of every covenant
and condition of such Indenture which is required to be performed or observed by
the Corporation, to the same extent that the Corporation is bound and liable.
(Senior Indenture Section 15.01, Senior Subordinated Indenture Section 16.01.)
Compliance by the Corporation with the foregoing restrictions may be waived by
or on behalf of the holders of the outstanding Debt Securities. For information
as to the modification of each Indenture, see "Description of Debt
Securities--Modification of Indenture" below.
Other than the foregoing restrictions, no Indenture contains covenants of
the Corporation or provisions which afford additional protection to holders of
outstanding Debt Securities in the event of a highly leveraged transaction
involving the Corporation.
Modification of Indenture
Each Indenture contains provisions permitting the Corporation and the
Trustee thereunder to add any provisions to or change in any manner or eliminate
any of the provisions of such Indenture or any indenture supplemental thereto or
to modify in any manner the rights of the holders of any series of Debt
Securities with the consent of the holders of not less than 662/3% in aggregate
principal amount of such series of Debt Securities at the time outstanding,
except that no such amendment or modification may (i) extend the fixed maturity
of any Debt Security, reduce the rate or extend the time of payment of interest
thereon, reduce the amount of the principal thereof, or premium, if any, payable
with respect thereto, or reduce the amount of an Original Issue Discount
10
<PAGE>
Security payable upon the acceleration of the stated maturity thereof, without
the consent of the holder of such Debt Security, or (ii) reduce the aforesaid
percentage of any series of Debt Securities, the holders of which are required
to consent to any such amendment or modification, without the consent of the
holders of all the Debt Securities of such series then outstanding. (Section
14.02.)
Outstanding Debt Securities
In determining whether the holders of the requisite principal amount of
outstanding Debt Securities have given any request, demand, authorization,
direction, notice, consent, or waiver under any Indenture, (i) the principal
amount of an Original Issue Discount Security that will be deemed to be
outstanding for such purposes will be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof upon an event of default and (ii) the
principal amount of a Debt Security denominated in a foreign currency or
currencies will be the U.S. dollar equivalent, determined on the date of
original issuance of such Debt Security, of the principal amount. (Section
1.02.)
Events of Default
Each Indenture defines an "event of default" with respect to any series of
Debt Securities as being any one of the following events and such other events
as may be established for the Debt Securities of a particular series: (i)
default for thirty days in any payment of interest on such series; (ii) default
in any payment of principal of, and premium, if any, on such series when due;
(iii) default in the payment of any sinking fund installment of such series when
due; (iv) default for thirty days after appropriate notice in performance of any
other covenant in such Indenture (other than a covenant included in the
Indenture solely for the benefit of another series of Debt Securities); (v)
certain events in bankruptcy, insolvency, or reorganization; or (vi) default in
the payment of any installment of interest on any evidence of indebtedness of,
or assumed or guaranteed by, the Corporation (other than indebtedness
subordinated to such series), or in the payment of any principal of any such
evidence of indebtedness, and with respect to which any period of grace shall
have expired, after appropriate notice. (Section 7.01.) Each Indenture provides
that the Trustee may withhold notice of any default (except in the payment of
principal of, premium, if any, or interest, if any, on any series of Debt
Securities) if it considers such withholding in the interests of the holders of
such series of Debt Securities issued thereunder. (Section 11.03.)
Except as set forth below, each Indenture provides that the Trustee
thereunder or the holders of not less than 25% in principal amount of any series
of Debt Securities then outstanding may declare the principal of all Debt
Securities of such series to be due and payable on an event of default. (Section
7.02.) Notwithstanding the foregoing, any series of Senior Subordinated
Securities which will be considered "Tier II" may provide that the Senior
Subordinated Trustee or the holders of at least 25% in aggregate principal
amount of the Senior Subordinated Securities of that series which are then
outstanding may declare the principal of all Senior Subordinated Securities of
that series to be due and payable immediately only if an event of default
pursuant to (v) above shall have occurred and be continuing. Any such series
will be designated by the Corporation in a supplement hereto.
Reference is made to the Prospectus Supplement relating to any series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an event of default and the continuation thereof.
Within 120 days after the close of each fiscal year, the Corporation must
file with each Trustee a statement, signed by specified officers, stating
whether or not such officers have knowledge of any default, and, if so,
specifying each such default, the nature thereof and what action, if any, has
been taken to cure such default. (Senior Indenture Section 6.05, Senior
Subordinated Indenture Section 6.06.)
Subject to provisions relating to its duties in case of default, no Trustee
is under any obligation to exercise any of its rights or powers thereunder at
the request, order, or direction of any holders of any series of Debt
Securities, unless such holders shall have offered to such Trustee reasonable
indemnity. (Section 11.01.) Subject to such provisions for indemnification, the
holders of a majority in principal amount of any series of Debt Securities
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<PAGE>
outstanding may direct the time, method, and place of conducting any proceeding
for any remedy available to the Trustee thereunder, or of exercising any trust
or power conferred upon such Trustee.
(Section 7.08.)
Defeasance of the Indenture and Debt Securities
The Corporation at any time may satisfy its obligations with respect to
payments of principal of, premium, if any, and interest, if any, on the Debt
Securities of any series by irrevocably depositing in trust with the Trustee
money or U.S. Government Obligations (as defined in the Indenture) or a
combination thereof sufficient to make such payments when due. If such deposit
is sufficient, as verified by a written report of a nationally recognized,
independent public accounting firm, to make all payments of (i) interest, if
any, on the Debt Securities of such series prior to and on their redemption or
maturity, as the case may be, and (ii) principal of, and premium, if any, on the
Debt Securities of such series when due upon redemption or at the designated
maturity date, as the case may be, then all the obligations of the Corporation
with respect to the Debt Securities of such series and the Indenture insofar as
it relates to the Debt Securities of such series will be satisfied and
discharged (except as otherwise provided in the Indenture). In the event of any
such defeasance, holders of the Debt Securities of such series would be able to
look only to such trust fund for payment of principal of, premium, if any, and
interest, if any, on the Debt Securities of such series until the designated
maturity date or redemption. (Sections 12.01, 12.02 and 12.03)
Such a trust may only be established if, among other things, (i) the
Corporation has obtained an opinion of legal counsel (which may be based on a
ruling from, or published by, the Internal Revenue Service) to the effect that
holders of the Debt Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred and (ii) at that time, with
respect to any series of Debt Securities then listed on The New York Stock
Exchange, the rules of The New York Stock Exchange do not prohibit such deposit
with the Trustee.
Information Concerning the Trustees
The Corporation from time to time may borrow from each of the Trustees, and
the Corporation and certain of its subsidiaries maintain deposit accounts and
conduct other banking transactions with some of the Trustees. A Trustee under a
Senior Indenture or a Senior Subordinated Indenture may act as trustee under any
of the Corporation's other indentures.
PLAN OF DISTRIBUTION
The Corporation may sell the Debt Securities being offered hereby (i)
directly to purchasers, (ii) through agents, (iii) to dealers, or (iv) through
an underwriter or a group of underwriters.
Offers to purchase Offered Debt Securities may be solicited directly by the
Corporation or by agents designated by the Corporation from time to time. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a best efforts basis for the period of its appointment (ordinarily five
business days or less). Agents may be entitled under agreements which may be
entered into with the Corporation to indemnification by the Corporation against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act").
If a dealer is utilized in the sale of the Offered Debt Securities in
respect of which this Prospectus is delivered, the Corporation will sell such
Offered Debt Securities to the dealer, as principal. The dealer may then resell
such Offered Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale. Dealers may be entitled under agreements
which may be entered into with the Corporation to indemnification by the
Corporation against certain civil liabilities, including liabilities under the
Securities Act.
If an underwriter or underwriters are utilized in the sale, the Corporation
may enter into an arrangement with such underwriters at the time of sale to them
providing for their indemnification against certain liabilities, including
liabilities under the Securities Act. The names of the underwriters and the
terms of the transaction will be set forth in the Prospectus Supplement which is
intended for use by the underwriters to make resales of the Offered Debt
Securities in respect of which this Prospectus is delivered to the public.
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If an affiliate or subsidiary of the Corporation participates in the offer
and sale of the Debt Securities, such participation will comply with the
requirements of Schedule E of the By-Laws of the National Association of
Securities Dealers, Inc. regarding the underwriting of securities of an
affiliate.
The underwriters, dealers, and agents may be deemed to be underwriters and
any discounts, commissions, or concessions received by them from the Corporation
or any profit on the resale of Offered Debt Securities by them may be deemed to
be underwriting discounts and commissions under the Securities Act. Any such
person who may be deemed to be an underwriter and any such compensation received
from the Corporation will be described in the Prospectus Supplement.
Underwriters, dealers, and agents may be customers of, engage in transactions
with, or perform services for the Corporation in the ordinary course of
business.
If so indicated in the Prospectus Supplement, the Corporation will
authorize underwriters and agents to solicit offers by certain institutions to
purchase Offered Debt Securities from the Corporation at the public offering
price set forth in the Prospectus Supplement pursuant to Delayed Delivery
Contracts ("Contracts") providing for payment and delivery on the date stated in
the Prospectus Supplement. Each Contract will be for an amount not less than,
and unless the Corporation otherwise agrees the aggregate principal amount of
Offered Debt Securities sold pursuant to Contracts will be not less nor more
than, the respective amounts stated in the Prospectus Supplement. Institutions
with whom Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions, but shall in all cases be
subject to the approval of the Corporation. Contracts will not be subject to any
conditions except that the purchase by an institution of the Offered Debt
Securities covered by its Contract must not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which such
institution is subject. A commission indicated in the Prospectus Supplement will
be granted to underwriters and agents soliciting purchases of Offered Debt
Securities pursuant to Contracts accepted by the Corporation. Underwriters and
agents will have no responsibility in respect of the delivery or performance of
Contracts.
The place and time of delivery for the Offered Debt Securities in respect
of which this Prospectus is delivered will be set forth in the Prospectus
Supplement.
EXPERTS
The financial statements listed under the heading "Exhibits, Financial
Statement Schedule and Reports on Form 8-K" in the Corporation's 1994 Annual
Report on Form 10-K incorporated by reference herein have been incorporated by
reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, also incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP refers to a change in the method of accounting
for postretirement benefits other than pensions in 1993.
LEGAL OPINIONS
The legality of the Debt Securities to which this Prospectus relates has
been passed upon for the Corporation by Schulte Roth & Zabel, 900 Third Avenue,
New York, New York 10022. Paul N. Roth, a director of the Corporation, is a
partner of Schulte Roth & Zabel.
13
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================================================================================
No salesman or any other person has been authorized by the Corporation or any
dealer, agent, or underwriter to give any information or to make any
representation, other than as contained in this Prospectus or the documents
incorporated by reference, in connection with the offer contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon. This Prospectus does not constitute any offer by any dealer, agent
or underwriter to sell, or a solicitation of an offer to buy, securities in any
state to any person to whom it is unlawful for such dealer, agent or underwriter
to make such offer or solicitation in such state. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Corporation
and its subsidiaries since the date of the information contained herein.
-----------
TABLE OF CONTENTS
Page
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Available Information.......................... 2
Documents Incorporated by Reference............ 2
The Corporation................................ 3
Summary of Financial Information............... 6
Use of Proceeds................................ 7
Description of Debt Securities................. 7
Plan of Distribution........................... 12
Experts........................................ 13
Legal Opinions................................. 13
[LOGO]
The CIT Group
Holdings, Inc.
Debt Securities
--------------
PROSPECTUS
--------------
, 1995
================================================================================
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS.
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses payable by the Registrant in
connection with the issuance and distribution of the securities being
registered. All the amounts shown are estimates, except for the registration
fee.
Registration fee.................................................. $2,068,966
Fees and expenses of accountants.................................. 90,000
Fees and expenses of counsel...................................... 450,000
Fees and expenses of Trustees and paying and authenticating agents 225,000
Printing and engraving expenses................................... 150,000
Rating Agencies................................................... 600,000
Blue Sky fees and expenses........................................ 22,500
Miscellaneous..................................................... 11,250
----------
Total........................................................ $3,617,716
==========
Item 15. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law of Delaware
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation except that no indemnification may be made in
respect of any claim, issue, or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee, or agent of a corporation has been successful in the defense of any
action, suit, or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and empowers the corporation to purchase and maintain insurance on
behalf of any person acting in any of the capacities set forth in the second
preceding paragraph against any liability asserted against him or incurred by
him in any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.
II-1
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Article X of the By-laws of the Registrant provides, in effect, that, in
addition to any rights afforded to an officer, director or employee of the
Registrant by contract or operation of law, the Registrant may indemnify any
person who is or was a director, officer, employee, or agent of the Registrant,
or of any other corporation which he served at the request of the Registrant,
against any and all liability and reasonable expense incurred by him in
connection with or resulting from any claim, action, suit, or proceeding
(whether brought by or in the right of the Registrant or such other corporation
or otherwise), civil or criminal, in which he may have become involved, as a
party or otherwise, by reason of his being or having been such director,
officer, employee, or agent of the Registrant or such other corporation, whether
or not he continues to be such at the time such liability or expense is
incurred, provided that such person acted in good faith and in what he
reasonably believed to be the best interests of the Registrant or such other
corporation, and, in connection with any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Article X further provides that any person who is or was a director,
officer, employee, or agent of the Corporation or any direct or indirect
wholly-owned subsidiary of the Registrant shall be entitled to indemnification
as a matter of right if he has been wholly successful, on the merits or
otherwise, with respect to any claim, action, suit, or proceeding of the type
described in the foregoing paragraph.
In addition, the Registrant maintains directors' and officers'
reimbursement and liability insurance pursuant to standard form policies with
aggregate limits of $65,000,000. The risks covered by such policies do not
exclude liabilities under the Securities Act of 1933.
Item 16. Exhibits.
c1.1 --Form of Underwriting Agreement.
e1.2 --Form of Selling Agency Agreement.
a4.1a --Proposed form of Debt Securities (Note).
a4.1b --Proposed form of Debt Securities (Debenture).
a4.1c --Proposed form of Debt Securities (Deep Discount Debenture).
a4.1d --Proposed form of Debt Securities (Zero Coupon Debenture).
a4.1e --Proposed form of Debt Securities (Extendible Note).
b4.1f --Proposed form of Debt Securities (Floating Rate Renewable Note).
b4.1g --Proposed form of Debt Securities (Floating Rate Note).
d4.1h --Proposed form of Debt Securities (Medium-Term Senior Fixed Rate
Note).
d4.1i --Proposed form of Debt Securities (Medium-Term Senior Floating Rate
Note).
d4.1j --Proposed form of Debt Securities (Medium-Term Senior Subordinated
Fixed Rate Note).
d4.1k --Proposed form of Debt Securities (Medium-Term Senior Subordinated
Floating Rate Note).
f4.2a --Form of Global Indenture between the Registrant and each Senior
Trustee.
f4.2b --Form of Global Indenture between the Registrant and each Senior
Subordinated Trustee.
f4.2c --Standard Multiple-Series Indenture Provisions Dated as of May 1,
1994.
g5 --Opinion of Schulte Roth & Zabel in respect of the legality of the
Debt Securities registered hereunder, containing the consent of
such counsel.
II-2
<PAGE>
Item 16. Exhibits. (continued)
g12 --Computation of Ratios of Earnings to Fixed Charges.
g24.1 --Consent of KPMG Peat Marwick LLP.
g24.2 --Consent of Counsel. The consent of Schulte Roth & Zabel is
included in its opinion filed herewith as Exhibit 5 to this
Registration Statement.
g25.1 --Powers of Attorney.
g25.2 --Board Resolutions.
g26.1 --Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Bank of New York.
g26.2 --Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank (National Association).
g26.3 --Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The First National Bank of Chicago.
g26.4 --Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Harris Trust and Savings Bank.
g26.5 --Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of BankAmerica National Trust Company.
g26.6 --Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The First National Bank of Boston.
g26.7 --Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of PNC Bank, National Association.
g26.8 --Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Citibank, N.A.
g26.9 --Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Society National Bank.
- ------------
a Incorporated by reference to Registration Statement No. 2-93960 on Form S-3
filed October 25, 1984.
b Incorporated by reference to Registration Statement No. 33-30047 on Form S-3
filed July 24, 1989.
c Incorporated by reference to Registration Statement No. 33-37189 on Form S-3
filed October 5, 1990.
d Incorporated by reference to the Registrant's Current Report on Form 8-K
dated July 21, 1992.
e Incorporated by reference to Registration Statement No. 33-58418 on Form S-3
filed February 16, 1993.
f Incorporated by reference to Amendment No. 1 to Registration Statement No.
33-52685 on Form S-3 filed May 3, 1994.
g Filed herewith.
II-3
<PAGE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii)to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim of indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes (1) to use its best efforts to
distribute prior to the opening of bids, to prospective bidders, underwriters,
and dealers, a reasonable number of copies of a prospectus which at the time
meets the requirements of Section 10(a) of the Securities Act, and relating to
the securities offered at competitive bidding, as contained in the registration
statement, together with any supplements thereto, and (2) to file an amendment
to the registration statement reflecting the results of bidding, the terms of
the reoffering and related matters to the extent required by the applicable
form, not later than the first use, authorized by the issuer after the opening
of bids, of a prospectus relating to the securities offered at competitive
bidding, unless no further public offering of such securities by the issuer and
no reoffering of such securities by the purchasers is proposed to be made.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of Livingston and State of New Jersey, on the 15th day
of March, 1995.
THE CIT GROUP HOLDINGS, INC.
By /s/ ERNEST D. STEIN
---------------------------------------
Ernest D. Stein
Executive Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
<TABLE>
<CAPTION>
Signature and Title Date
........................... ----
<S> <C> <C>
ALBERT R. GAMPER, JR.*
..........................................................
Albert R. Gamper, Jr.
President, Chief Executive Officer, and Director
(principal executive officer)
HIDEO KITAHARA*
..........................................................
Hideo Kitahara
Director
HISAO KOBAYASHI*
..........................................................
Hisao Kobayashi
Director
MICHIO MURATA*
..........................................................
Michio Murata
Director
JOSEPH A. POLLICINO*
..........................................................
Joseph A. Pollicino *By /s/ ERNEST D. STEIN
Director -------------------- March 15, 1995
Ernest D. Stein
PAUL N. ROTH* Attorney-in-fact
...........................................................
Paul N. Roth
Director
PETER J. TOBIN*
...........................................................
Peter J. Tobin
Director
TOSHIJI TOKIWA*
..........................................................
Toshiji Tokiwa
Director
KEIJI TORII*
...........................................................
Keiji Torii
Director
WILLIAM H. TURNER*
...........................................................
William H. Turner
Director
/s/ JOSEPH J. CARROLL
.......................................................... March 15, 1995
Joseph J. Carroll
Executive Vice President and Chief Financial Officer
(principal financial and accounting officer)
</TABLE>
Original powers of attorney authorizing Albert R. Gamper, Jr., Ernest D.
Stein, and Donald J. Rapson and each of them to sign this Registration Statement
and amendments hereto on behalf of the directors and officers of the Registrant
indicated above are held by the Registrant and available for examination
pursuant to Item 302(b) of Regulation S-T.
II-5
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- -----------
c1.1 --Form of Underwriting Agreement.
e1.2 --Form of Selling Agency Agreement.
a4.1a --Proposed form of Debt Securities (Note).
a4.1b --Proposed form of Debt Securities (Debenture).
a4.1c --Proposed form of Debt Securities (Deep Discount
Debenture).
a4.1d --Proposed form of Debt Securities (Zero Coupon
Debenture).
a4.1e --Proposed form of Debt Securities (Extendible Note).
b4.1f --Proposed form of Debt Securities (Floating Rate
Renewable Note).
b4.1g --Proposed form of Debt Securities (Floating Rate
Note).
d4.1h --Proposed form of Debt Securities (Medium-Term Senior
Fixed Rate Note).
d4.1i --Proposed form of Debt Securities (Medium-Term Senior
Floating Rate Note).
d4.1j --Proposed form of Debt Securities (Medium-Term Senior
Subordinated Fixed Rate Note).
d4.1k --Proposed form of Debt Securities (Medium-Term Senior
Subordinated Floating Rate Note).
f4.2a --Form of Global Indenture between the Registrant and
each Senior Trustee.
f4.2b --Form of Global Indenture between the Registrant and
each Senior Subordinated Trustee.
f4.2c --Standard Multiple-Series Indenture Provisions Dated
as of May 1, 1994.
g5 --Opinion of Schulte Roth & Zabel in respect of the
legality of the Debt Securities registered hereunder,
containing the consent of such counsel.
g12 --Computation of Ratios of Earnings to Fixed Charges.
g24.1 --Consent of KPMG Peat Marwick LLP.
g24.2 --Consent of Counsel. The consent of Schulte Roth &
Zabel is included in its opinion filed herewith as
Exhibit 5 to this Registration Statement.
g25.1 --Powers of Attorney.
g25.2 --Board Resolutions.
g26.1 --Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of The Bank of New York.
g26.2 --Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank
(National Association).
g26.3 --Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of The First National Bank of
Chicago.
g26.4 --Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of Harris Trust and Savings Bank.
g26.5 --Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of BankAmerica National Trust
Company.
g26.6 --Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of The First National Bank of
Boston.
<PAGE>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- -----------
g26.7 --Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of PNC Bank, National
Association.
g26.8 --Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of Citibank, N.A.
g26.9 --Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of Society National Bank.
- -------------
a Incorporated by reference to Registration Statement No. 2-93960 on Form
S-3 filed October 25, 1984.
b Incorporated by reference to Registration Statement No. 33-30047 on Form
S-3 filed July 24, 1989.
c Incorporated by reference to Registration Statement No. 33-37189 on Form
S-3 filed October 5, 1990.
d Incorporated by reference to the Registrant's Current Report on Form 8-K
dated July 21, 1992.
e Incorporated by reference to Registration Statement No. 33-58418 on Form
S-3 filed February 16, 1993.
f Incorporated by reference to Amendment No. 1 to Registration Statement
33-52685 on Form S-3 filed May 3, 1994.
g Filed herewith.
<PAGE>
EXHIBIT 5
The CIT Group Holdings, Inc.
March 15, 1995
Page 1
[LETTERHEAD OF SCHULTE ROTH & ZABEL]
March 15, 1995
The CIT Group Holdings, Inc.
1211 Avenue of the Americas
New York, New York 10036
Ladies and Gentlemen:
We are special counsel to The CIT Group Holdings, Inc., a Delaware
corporation (the "Corporation"), in connection with (a) the Registration
Statement on Form S-3 of the Corporation covering $6,000,000,000 aggregate
principal amount of the Corporation's senior/senior subordinated debt securities
(the "Debt Securities"), which is being filed with the Securities and Exchange
Commission (the "Commission") on the date hereof; (b) Post-Effective Amendment
No. 3, which is being filed with the Commission on the date hereof, to the
Corporation's Registration Statement on Form S-3 (File No. 33-52685), which was
declared effective by the Commission on May 11, 1994, as amended by
Post-Effective Amendment Nos. 1 and 2; (c) Post-Effective Amendment No. 5, which
is being filed with the Commission on the date hereof, to the Corporation's
Registration Statement on Form S-3 (File No. 33-58418), which was declared
effective by the Commission on March 15, 1993, as amended by Post-Effective
Amendment Nos. 1, 2, 3 and 4; and (d) Post-Effective Amendment No. 7 which is
being filed with the Commission on the date hereof, to the Corporation's
Registration Statement on Form S-3 (File No. 33-50666), which was declared
effective by the Commission on August 28, 1992, as amended by Post-Effective
Amendments Nos. 1, 2, 3, 4, 5 and 6 (each, as so amended, a "Registration
Statement", and, collectively, as so amended, the "Registration Statements")
relating to the issuance from and after the date hereof of up to $8,511,000,000
in aggregate principal amount of the Debt Securities pursuant to the following
indentures (each, an "Indenture"): (i) the Indenture dated as of May 1, 1994,
between the Corporation and The Chase Manhattan Bank (National Association), as
Trustee; (ii) the Indenture dated as of May 1, 1994, between the Corporation and
The First National Bank of Chicago, as Trustee; (iii) the Indenture dated as of
<PAGE>
The CIT Group Holdings, Inc.
March 15, 1995
Page 2
May 1, 1994, between the Corporation and Harris Trust and Savings Bank, as
Trustee; (iv) the Indenture dated as of May 1, 1994, between the Corporation and
BankAmerica National Trust Company, as Trustee; (v) the Indenture dated as of
May 1, 1994, between the Corporation and The First National Bank of Boston, as
Trustee; (vi) the Indenture dated as of May 1, 1994, between the Corporation and
The Bank of New York, as Trustee; (vii) the Indenture dated as of May 1, 1994,
between the Corporation and PNC Bank, National Association, as Trustee; (viii)
the Indenture dated as of May 1, 1994, between the Corporation and Citibank,
N.A., as Trustee; (ix) the Indenture dated as of May 1, 1994, between the
Corporation and Society National Bank, as Trustee; and (x) the Indenture dated
as of May 1, 1994, between the Corporation and The Bank of New York, as Senior
Subordinated Trustee.
In this capacity, we have examined signed copies of each Registration
Statement and originals, telecopies or copies, certified or otherwise identified
to our satisfaction, of such records of the Corporation and all such agreements,
certificates of public officials, certificates of officers or representatives of
the Corporation and others, and such other documents, certificates and corporate
or other records as we have deemed necessary or appropriate as a basis for this
opinion. As to all matters of fact (including, without limitation, matters of
fact set forth in this opinion), we have relied upon and assumed the accuracy of
statements and representations of officers and other representatives of the
Corporation and others. In our examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons signing or delivering any
instrument, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such latter
documents. We have also assumed, with respect to each of the Indentures, that
each such Indenture was duly authorized, executed and delivered by the trustee
named therein.
Based upon the foregoing, having regard for such legal considerations as we
deem relevant, we are of the opinion that the Debt Securities have been duly
authorized and, when duly executed by the Corporation and authenticated in
accordance with the terms of an Indenture and issued and delivered in accordance
with the terms of such Indenture against payment therefor as contemplated by the
applicable Registration Statement, will constitute valid and binding obligations
of the Corporation.
We hereby consent to the filing of this opinion as an exhibit to each
Registration Statement and to the reference to this firm appearing under the
heading "Legal Opinions" in each Registration Statement and the Prospectus which
forms a part of each Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the General Rules
and Regulations of the Commission thereunder.
We are attorneys admitted to practice in the State of New York and the
opinion set forth above is limited to the laws of the State of New York and the
Delaware General Corporation Law. Paul N. Roth, a member of the firm rendering
this opinion, is a director of the Corporation.
<PAGE>
The CIT Group Holdings, Inc.
March 15, 1995
Page 3
Very truly yours,
SCHULTE ROTH & ZABEL
<PAGE>
EXHIBIT 12
THE CIT GROUP HOLDINGS, INC. AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------------
1994 1993 1992
-------- -------- --------
Dollar Amounts in Thousands
<S> <C> <C> <C>
Net income..................................................... $201,128 $182,308 $162,300
Provision for income taxes..................................... 123,941 128,489 105,311
Extraordinary item--loss on early extinguishment of debt,
net of income tax benefit................................... -- -- 4,241
-------- -------- --------
Earnings before provision for income taxes and
extraordinary item .......................................... 325,069 310,797 271,852
-------- -------- --------
Fixed Charges:
Interest and debt expenses on indebtedness................. 613,957 508,006 552,017
Interest factor--one third of rentals on real and personal
properties............................................... 7,855 8,001 8,278
-------- -------- --------
Total fixed charges...................................... 621,812 516,007 560,295
-------- -------- --------
Total earnings before provisions for income taxes,
extraordinary item, and fixed charges.................... $946,881 $826,804 $832,147
======== ======== ========
Ratios of Earnings to Fixed Charges............................ 1.52 1.60 1.49
</TABLE>
<PAGE>
EXHIBIT 24.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The CIT Group Holdings, Inc.:
We consent to the use of our report dated January 17, 1995, relating to the
consolidated balance sheets of The CIT Group Holdings, Inc. and subsidiaries as
of December 31, 1994 and 1993, and the related consolidated statements of
income, changes in stockholders' equity, and cash flows for each of the years in
the three-year period ended December 31, 1994 incorporated by reference in this
Registration Statement on Form S-3 of The CIT Group Holdings, Inc., which report
appears in the December 31, 1994 Annual Report on Form 10-K of The CIT Group
Holdings, Inc., and to the reference to our firm under the heading "Experts" in
the Registration Statement.
Our report on the consolidated financial statements refers to a change in
the method of accounting for postretirement benefits other than pensions in
1993.
KPMG Peat Marwick LLP
Short Hills, New Jersey
March 15, 1995
<PAGE>
EXHIBIT 25.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$6,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $6,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 13th
day of February, 1995.
/s/ALBERT R. GAMPER, JR.
-----------------------------
Albert R. Gamper, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$6,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $6,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 13th
day of February, 1995.
/s/TOSHIJI TOKIWA
-----------------------------
Toshiji Tokiwa
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$6,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $6,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 13th
day of February, 1995.
/s/KEIJI TORII
-----------------------------
Keiji Torii
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$6,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $6,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 13th
day of February, 1995.
/s/HISAO KOBAYASHI
-----------------------------
Hisao Kobayashi
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$6,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $6,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 13th
day of February, 1995.
/s/MICHIO MURATA
-----------------------------
Michio Murata
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$6,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $6,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 13th
day of February, 1995.
/s/JOSEPH A. POLLICINO
-----------------------------
Joseph A. Pollicino
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$6,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $6,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 13th
day of February, 1995.
/s/PAUL N. ROTH
-----------------------------
Paul N. Roth
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$6,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $6,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 13th
day of February, 1995.
/s/HIDEO KITAHARA
-----------------------------
Hideo Kitahara
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$6,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $6,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 13th
day of February, 1995.
/s/PETER J. TOBIN
-----------------------------
Peter J. Tobin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$6,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $6,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 13th
day of February, 1995.
/s/WILLIAM H. TURNER
-----------------------------
William H. Turner
<PAGE>
Exhibit 25.2
THE CIT GROUP HOLDINGS, INC.
CERTIFIED RESOLUTIONS
I, Ernest D. Stein, hereby certify that I am the Secretary and the official
custodian of certain records including the Certificate of Incorporation,
By-Laws, and minutes of the meetings of the Board of Directors of THE CIT GROUP
HOLDINGS, INC., a Delaware corporation, and that the following is a true,
accurate, and compared extract from the minutes of the meeting of the Board of
Directors of THE CIT GROUP HOLDINGS, INC. held on February 13, 1995, and that
the same have not been revoked, annulled or amended in any manner whatsoever:
WHEREAS, The CIT Group Holdings, Inc. (the "Corporation") desires to obtain
financing in public debt markets and in that connection desires to authorize
Albert R. Gamper, Jr., Ernest D. Stein, and Donald J. Rapson, and each of them,
to sign, on behalf of the Corporation and certain of its directors and officers
a registration statement on Form S-3, and any amendments thereto, for the
registration of debt securities of the Corporation under the Securities Act of
1933, as amended (the "Securities Act"), under such terms and conditions to be
determined by the Executive Committee of the Board of Directors of the
Corporation (the "Executive Committee"), which terms and conditions may be
amended from time to time; and
NOW, THEREFORE, BE IT:
RESOLVED, that the Corporation deems it advisable and in the best
interest of the Corporation for the Corporation to be in a position to
obtain additional financing from time to time by means of an offering of up
to $6,000,000,000 aggregate principal amount or, if issued at an original
issue discount, such greater principal amount as shall result in an
aggregate initial public offering price of $6,000,000,000 (all in United
States dollars or an equivalent amount in another currency or composite
currency) to be made (i) directly to purchasers, (ii) through agents
designated from time to time, (iii) through underwriters or a group of
underwriters represented by one or more particular underwriter(s), or (iv)
to dealers, from and after the date hereof on a continuing basis (such
issue of debt securities or any series thereof being hereinafter sometimes
referred to in these resolutions as the "Debt Securities") under such terms
and conditions, which may be amended from time to time, as the Executive
Committee shall determine; and
RESOLVED FURTHER, that the proper officers of the Corporation be, and
they hereby are, authorized to proceed with the preparation of a
registration statement on Form S-3 (such registration statement being
hereinafter referred to in these resolutions as the "Registration
Statement") for the registration under the Securities Act of any or all of
<PAGE>
the Debt Securities for sale, and to proceed with such financing at such
time, if at all, within such period as the Executive Committee shall deem
appropriate; and
RESOLVED FURTHER, that Albert R. Gamper, Jr., Ernest D. Stein, and
Donald J. Rapson be, and each of them with full power to act with or
without the others hereby is, authorized to sign the Registration Statement
covering the registration under the Securities Act of the Debt Securities
and any and all amendments (including post-effective amendments) to the
Registration Statement, on behalf of and as true and lawful
attorney-in-fact or attorneys-in-fact for the Corporation and on behalf of
and as true and lawful attorney-in-fact or attorneys-in-fact for the Chief
Executive Officer and/or the Chief Financial Officer and/or the Chief
Accounting Officer and/or other officers of the Corporation, including,
without limitation, the Chairman and/or the Vice Chairman and/or the
President and/or each Senior Executive Vice President and/or each Executive
Vice President and/or each Senior Vice President and/or each Vice President
and/or the Treasurer and/or the Secretary and/or the Assistant Secretary
(in attestation of the corporate seal of the Corporation or otherwise).
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of The
CIT Group Holdings, Inc. this 15th day of March, 1995.
[SEAL] /s/ERNEST D. STEIN
-----------------------------
Secretary
<PAGE>
EXHIBIT 26.1
CONFORMED COPY
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
------------------------
The CIT Group Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1211 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices) (Zip code)
----------------------
Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 3.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24
of the Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a
and 1b to Form T-1 filed with Registration Statement No. 33-21672
and Exhibit 1 to Form T-1 filed with Registration Statement No.
33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
-2-
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
- 3 -
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 13th day of March, 1995.
THE BANK OF NEW YORK
By: /S/ MARY JANE MORRISSEY
--------------------------
Name: MARY JANE MORRISSEY
Title: ASSISTANT VICE PRESIDENT
-4-
<PAGE>
================================================================================
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the
close of business September 30, 1994, published in
accordance with a call made by the Federal Reserve
Bank of this District pursuant to the provisions
of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 2,833,550
Interest-bearing balances .......... 701,828
Securities:
Held-to-maturity securities ........ 1,359,569
Available-for-sale securities ...... 1,725,600
Federal funds sold in domestic
offices of the bank ................ 5,350,368
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................24,252,467
LESS: Allowance for loan and
lease losses ..............629,631
LESS: Allocated transfer risk
reserve .....................30,661
Loans and leases, net of unearned
income, allowance, and reserve ... 23,592,175
Assets held in trading accounts ...... 1,354,396
Premises and fixed assets (including
capitalized leases) ................ 629,219
Other real estate owned .............. 51,372
Investments in unconsolidated
subsidiaries and associated
companies .......................... 178,742
Customers' liability to this bank on
acceptances outstanding ............ 996,184
Intangible assets .................... 76,599
Other assets ......................... 1,498,770
-----------
Total assets ......................... $40,348,372
===========
LIABILITIES
Deposits:
In domestic offices ................ $19,692,982
Noninterest-bearing .......8,179,472
Interest-bearing .........11,513,510
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 10,034,789
Noninterest-bearing ..........57,902
Interest-bearing ..........9,976,887
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 1,240,870
Securities sold under agreements
to repurchase .................... 37,612
Demand notes issued to the U.S.
Treasury ........................... 197,519
Trading liabilities .................. 975,739
Other borrowed money:
With original maturity of one year
or less .......................... 1,621,466
With original maturity of more than
one year ......................... 33,955
Bank's liability on acceptances exe-
cuted and outstanding .............. 997,024
Subordinated notes and debentures .... 1,062,320
Other liabilities .................... 1,450,981
----------
Total liabilities .................... 37,345,257
==========
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 1,577,819
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ (36,779)
Cumulative foreign currency transla-
tion adjustments .................. (5,875)
Total equity capital ................ 3,003,115
-----------
Total liabilities and equity
capital ........................... $40,348,372
===========
I, Robert E. Keilman,Senior Vice President and
Comptroller of the above-named bank do hereby
declare that this Report of Condition has been
prepared in conformance with the instructions
issued by the Board of Governors of the Federal
Reserve System and is true to the best of my
knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the
correctness of this Report of Condition and
declare that it has been examined by us and to the
best of our knowledge and belief has been prepared
in conformance with the instructions issued by the
Board of Governors of the Federal Reserve System
and is true and correct.
Thomas A. Renyi
J. Carter Bacot Directors
Alan R. Griffith
================================================================================
<PAGE>
EXHIBIT 26.2
Securities Act of 1933 File No.
----------
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b) (2))
================================================================================
----------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
-------------
------------------
THE CHASE MANHATTAN BANK
(National Association)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 Chase Manhattan Plaza, New York, New York
(Address of principal executive offices)
10081
(Zip Code)
---------------
THE CIT GROUP HOLDINGS, INC.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
13-2994534
(I.R.S. Employer Identification No.)
1211 Avenue of the Americas
New York, New York
(Address principal executive offices)
10036
(Zip Code)
---------------------------------
Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control with
the obligor.
(See Note on Page 2.)
Item 16. List of Exhibits.
List below all exhibits filed as a part of this statement of eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect. (See Exhibit T-1 (Item 12), Registration No. 33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan
Bank (National Association) and The Chase Bank of New York
(National Association) to commence business and a copy of
approval of merger of said corporations, all of which documents
are still in effect. (See Exhibit T-1 (Item 12), Registration No.
2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437.)
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1
(Item 12(a)), Registration No. 22-26320.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor is
in default. (Not applicable.)
*6. -- The consents of United States institutional trustees required by
Section 321(b) of the Act. (See Exhibit T-1, (Item 12),
Registration No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.
- -------------------
*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange Commission, to which
there have been no amendments or changes.
-------------------
1.
<PAGE>
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and the
State of New York, on the 15th day of March, 1995.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
/s/ Sheik Wiltshire
------------------------------
By: Sheik Wiltshire, Corporate
Trust Officer
2.
<PAGE>
Exhibit 7
---------
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York, at the close of business on September 30,
1994, published in response to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161.
Charter Number 2370 Comptroller of the Currency Northeastern District
Statement of Resources and Liabilities
<TABLE>
<CAPTION>
Thousands
ASSETS of Dollars
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ................................. $ 5,329,799
Interest-bearing balances .......................................................... 7,247,035
Held to maturity securities ............................................................ 1,315,347
Available-for-sale securities ......................................................... 5,289,499
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds sold ................................................................. 3,043,701
Securities purchased under agreements to resell .................................... 11,450
Loans and lease financing receivable:
Loans and leases, net of unearned income ............................. $50,033,807
LESS: Allowance for loan and lease losses ............................ 1,069,547
LESS: Allocated transfer risk reserve ............................... 0
-------------
Loans and leases, net of unearned income, allowance, and reserve ................... 48,964,260
Assets held in trading accounts ........................................................ 15,642,451
Premises and fixed assets (including capitalized leases) ............................... 1,728,478
Other real estate owned ................................................................ 740,657
Investments in unconsolidated subsidiaries and associated companies .................... 54,288
Customers' liability to this bank on acceptances outstanding ........................... 704,895
Intangible assets ...................................................................... 811,028
Other assets ........................................................................... 3,962,227
-----------
TOTAL ASSETS............................................................................ $94,845,115
===========
LIABILITIES
Deposits:
In domestic offices ................................................................ $28,883,652
Noninterest-bearing................................................. $10,787,819
Interest-bearing.................................................... 18,095,833
-----------
In foreign offices, Edge and Agreement subsidiaries, and IBFs .................... 34,739,997
Noninterest-bearing................................................. $ 2,533,081
Interest-bearing.................................................... 32,206,916
-----------
Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds purchased........................................................... 1,958,837
Securities sold under agreements to repurchase.................................... 346,589
Demand notes issued to the U.S. Treasury............................................ 418,219
Trading liabilities................................................................. 10,707,226
Other borrowed money:
With original maturity of one year or less ....................................... 3,314,023
With original maturity of more than one year ..................................... 252,491
Mortgage indebtedness and obligations under capitalized leases ..................... 40,761
Bank's liability on acceptances executed and outstanding ........................... 708,649
Subordinated notes and debentures................................................... 2,360,000
Other liabilities................................................................... 4,126,966
-----------
TOTAL LIABILITIES................................................................... 87,857,410
-----------
Limited-life preferred stock and related surplus ................................... 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus ...................................... 0
Common stock........................................................................ 914,334
Surplus............................................................................. 4,625,213
Undivided profits and capital reserves ............................................. 1,445,029
Net unrealized holding gains (losses) on available-for-sale securities ............. (7,882)
Cumulative foreign currency translation adjustments ................................ 11,011
-----------
TOTAL EQUITY CAPITAL................................................................ 6,987,705
-----------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL ............................................................. $94,845,115
===========
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief. (Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Arthur F. Ryan Directors
(Signed) Richard J. Boyle
<PAGE>
EXHIBIT 26.3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(B)(2)
--------
---------------------------
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
---------------------------
THE CIT GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification number)
1211 Avenue of the Americas 10036
New York, New York (Zip Code)
(Address of Principal Executive Offices)
Debt Securities
(Title of the indenture securities)
<PAGE>
Item 1. General Information. Furnish the following information as to the
trustee:
(a) Name and address of each examining or supervision authority to
which it is subject.
Comptroller of Currency, Washington, D. C., Federal Deposit
Insurance Corporation, Washington, D. C., The Board of Governors
of the Federal Reserve System, Washington, D. C..
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
No such affiliation exists with the trustee.
Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility.
1. A copy of the articles of association of the trustee now in
effect.*
2. A copy of the certificates of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise
corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the
Act.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
8. Not applicable.
9. Not applicable.
* Exhibit 1,2,3 and 4 are herein incorporated by reference to Exhibits bearing
identical numbers in Item 12 of the Form T-1 of The First National Bank of
Chicago, filed as Exhibit 26 to the Registration Statement on Form S-3 of The
CIT Group Holdings, Inc., filed with the Securities and Exchange Commission on
February 16, 1993 (Registration No. 33-58418).
<PAGE>
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, The First National Bank of Chicago, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Chicago, and State of
Illinois, on the 13th day of March, 1995.
The First National Bank of Chicago,
Trustee,
By: /s/ Steven M. Wagner
-----------------------------
Steven M. Wagner
Vice President & Senior Counsel
Corporate Trust Services Division
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
March 13, 1995
Securities and Exchange Commission
Washington, D. C. 20549
Gentlemen:
In connection with the qualification of an indenture between The CIT Group
Holdings, Inc. and The First National Bank of Chicago, as trustee, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State Authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/Steven M. Wagner
----------------------------
Steven M. Wagner
Vice President and Senior Counsel
Corporate Trust Services Division
<PAGE>
EXHIBIT 7
A copy of the latest report of condition of the trustee published pursuant
to law or the requirements of its supervising or examining authority.
<PAGE>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/94
ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
C400
Dollar Amounts in -----
Thousands RCFD BIL MIL THOU
----------------- ---- ------------ ----
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1) .......... 0081 3,776.149 1.a.
b. Interest-bearing balances(2) ................................... 0071 7,670,634 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) ...... 1754 163,225 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ... 1773 533,857 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold ............................................. 0276 4,037,205 3.a.
b. Securities purchased under agreements to resell ................ 0277 423,381 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C) .......................................................... RCFD 2122 15,617,618 4.a.
b. LESS: Allowance for loan and lease losses ...................... RCFD 3123 351,191 4.b.
c. LESS: Allocated transfer risk reserve .......................... RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c) ........................... 2125 15,266,427 4.d.
5. Assets held in trading accounts ................................... 3545 8,227,304 5.
6. Premises and fixed assets (including capitalized leases) .......... 2145 512,222 6.
7. Other real estate owned (from Schedule RC-M) ...................... 2150 46,996 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) .................................... 2130 7,571 8.
9. Customers' liability to this bank on acceptances outstanding ...... 2155 507,151 9.
10. Intangible assets (from Schedule RC-M) ............................ 2143 120,504 10.
11. Other assets (from Schedule RC-F) ................................. 2160 1,250,306 11.
12. Total assets (sum of items 1 through 11) .......................... 2170 42,542,932 12.
</TABLE>
- -------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<PAGE>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/94
ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
Schedule RC-Continued
<TABLE>
<CAPTION>
Dollar Amounts in
Thousands Bil Mil Thou
-------------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1) ................................ RCON 2200 15,103,504 13.a.
(1) Noninterest-bearing(1) ................................. RCON 6631 6,129,078 13.a.(1)
(2) Interest-bearing ....................................... RCON 6636 8,974,426 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) ......................... RCFN 2200 10,633,999 13.b.
(1) Noninterest bearing .................................... RCFN 6631 460,916 13.b.(1)
(2) Interest-bearing ....................................... RCFN 6636 10,173,083 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased .................................... RCFD 0278 2,883,499 14.a.
b. Securities sold under agreements to repurchase ............. RCFD 0279 502,401 14.b.
15. a. Demand notes issued to the U.S. Treasury ................... RCON 2840 112,289 15.a.
b. Trading Liabilities ........................................ RCFD 3548 4,798,720 15.b.
16. Other borrowed money:
a. With original maturity of one year or less ................. RCFD 2332 2,355,421 16.a.
b. With original maturity of more than one year .............. RCFD 2333 382,801 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases ........................................................ RCFD 2910 275,794 17.
18. Bank's liability on acceptance executed and outstanding ....... RCFD 2920 507,151 18.
19. Subordinated notes and debentures ............................. RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G) ........................ RCFD 2930 860,989 20.
21. Total liabilities (sum of items 13 through 20) ................ RCFD 2948 39,641,568 21.
22. Limited-Life preferred stock and related surplus .............. RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ................. RCFD 3838 0 23.
24. Common stock .................................................. RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) ...... RCFD 3839 2,273,657 25.
26. a. Undivided profits and capital reserves ..................... RCFD 3632 431,545 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities ................................................. RCFD 8434 [ 4,184) 26.b.
27. Cumulative foreign currency translation adjustments ........... RCFD 3284 (512) 27.
28. Total equity capital (sum of items 23 through 27) ............. RCFD 3210 2,901,364 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) ........................ RCFD 3300 42,542,932 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most
comprehensive level of auditing work performed for the bank by independent external Number
auditors as of any date during 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 6724 N/A M.1.
</TABLE>
1 = Independent audit of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which
submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
4 = Directors' examination of the bank performed by other
external auditors (may be required by state chartering
authority)
5 = Review of the bank's financial statements by external
auditors
6 = Compilation of the bank's financial statements by external
auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- -----------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE>
EXHIBIT 26.4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as
Trustee
Check if an Application to Determine
Eligibility of a Trustee Pursuant to Section
305(b)(2)
--------------
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
111 West Monroe Street; Chicago, Illinois 60603
(Address of principal executive offices)
Carolyn C. Potter, Harris Trust and Savings Bank,
111 West Monroe Street; Chicago, Illinois, 60603
312-461-2531
(Name, address and telephone number for agent for service)
THE CIT GROUP HOLDINGS, INC.
(Name of obligor)
Delaware 13-2994534
(State of Incorporation) (I.R.S. Employer Identification No.)
1211 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices)
Debt Securities
(Title of indenture securities)
<PAGE>
1. GENERAL INFORMATION. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164 West
Jackson Boulevard, Chicago, Illinois; Federal Deposit Insurance
Corporation, Washington, D.C.; The Board of Governors of the Federal
Reserve System,Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in effect
which includes the authority of the trustee to commence business and to
exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in effect
and includes the authority of the Trustee to commence business and to
exercise corporate trust powers was filed in connection with the
Registration Statement of Louisville Gas and Electric Company, File No.
2-44295, and is incorporated herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of Hillenbrand Industries, Inc., File
No. 33-44086, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(included as Exhibit B on page 3 of this statement)
1
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 7th day of March, 1995.
HARRIS TRUST AND SAVINGS BANK
By: /s/ CAROLYN C. POTTER
--------------------------
Carolyn C. Potter
Assistant Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ CAROLYN C. POTTER
--------------------------
Carolyn C. Potter
Assistant Vice President
2
<PAGE>
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of December 31, 1994, as published in accordance with
a call made by the State Banking Authority and by the Federal Reserve Bank of
the Seventh Reserve District.
[GRAPHIC OMITTED] HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on December 31, 1994, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the Commissioner of
Banks and Trust Companies of the State of Illinois and by the Federal Reserve
Bank of this District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin.................................. $ 1,226,753
Interest bearing balances............................................................ $ 732,083
Securities:...................................................................................
a. Held-to-maturity securities $ 718,072
b. Available-for-sale securities $ 1,795,896
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBF's:
Federal funds sold................................................................... $ 374,200
Securities purchased under agreements to resell...................................... $ 9,831
Loans and lease financing receivables:
Loans and leases, net of unearned income............................................. $ 6,371,039
LESS: Allowance for loan and lease losses........................................... $ 90,492
-----------
Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b)................................................................. $ 6,280,547
Assets held in trading accounts.............................................................. $ 169,830
Premises and fixed assets (including capitalized leases)...................................... $ 136,703
Other real estate owned....................................................................... $ 1,780
Investments in unconsolidated subsidiaries and associated companies.......................... $ 37
Customer's liability to this bank on acceptances outstanding.................................. $ 69,447
Intangible assets............................................................................. $ 24,851
Other assets.................................................................................. $ 403,300
-----------
TOTAL ASSETS.................................................................................. $11,944,330
===========
LIABILITIES
Deposits:
In domestic offices...................................................................... $ 4,529,148
Non-interest bearing................................................................. $ 2,659,945
Interest bearing..................................................................... $ 1,869,203
In foreign offices, Edge and Agreement subsidiaries, and IBF's........................... $ 2,486,418
Non-interest bearing................................................................. $ 31,903
Interest bearing..................................................................... $ 2,454,515
3
<PAGE>
Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds purchased.................................................................. $ 1,179,441
Securities sold under agreements to repurchase........................................... $ 1,643,381
Trading Liabilities........................................................................... $ 149,363
Other borrowed money:
a. With original maturity of one year or less................................................ $ 667,231
b. With original maturity of more than one year.............................................. $ 14,268
Bank's liability on acceptances executed and outstanding...................................... $ 69,447
Subordinated notes and debentures............................................................. $ 235,000
Other liabilities............................................................................. $ 240,902
-----------
TOTAL LIABILITIES $11,214,599
===========
EQUITY CAPITAL
Common stock................................................................................. $ 100,000
Surplus....................................................................................... $ 275,000
a. Undivided profits and capital reserves.................................................... $ 375,032
b. Net unrealized holding gains (losses) on available-for-sale securities ($20,301)
-----------
TOTAL EQUITY CAPITAL $ 729,731
===========
Total liabilities, limited-life preferred stock, and equity capital......................... $11,944,330
===========
</TABLE>
I, Paul Skubic, Controller of the above-named bank, do hereby declare that
this Report of Condition has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true to
the best of my knowledge and belief.
PAUL SKUBIC
1/27/95
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
DONALD S. HUNT,
RICHARD E. TERRY,
JAMES J. GLASSER,
Directors.
4
<PAGE>
EXHIBIT 26.5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)
------
BANKAMERICA NATIONAL TRUST COMPANY
(Exact name of trustee as specified in its charter)
Not Applicable
(Jurisdiction of incorporation or organization if not a U.S. national bank)
95-3804037
(I.R.S. Employer Identification No.)
One World Trade Center, New York, New York 10048-1191
(Address of principal executive offices) (Zip Code)
General Counsel
Bank of America NT & SA
335 Madison Avenue, 4th Floor
New York, NY 10017
(212) 503-8297
(Name, address and telephone number of agent for services)
-------------------
The CIT Group Holdings, Inc.
(Exact name obligor as specified in its
its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1211 Avenue of the Americas 10036
New York, New York (Zip Code)
(Address of principal executive offices)
---------------------------------
Debt Securities
(Title of the indenture securities)
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of the Currency, 250 E Street,
S.W., Washington, D.C. 20219; Federal Deposit
Insurance Corporation, 550 17th Street, N.W.,
Washington, D.C. 20429; Board of Governors of The
Federal Reserve System, 20th and C Streets, N.W.,
Washington, D.C. 20551
(b) Whether it is authorized to exercise corporate trust
powers.
Yes
Item 2. Affiliations with Obligor
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The obligor is not an affiliate of the trustee. (See
Note on Page 3)
Item 4. Not Applicable
Item 16. List of Exhibits
List below are exhibits filed as a part of this statement of
eligibility and qualification.
Exhibit 1 A copy of the Articles of Association
of the Trustee; incorporated herein by
reference to Exhibit 1 filed with Form
T-1 Statement, Registration No. 33-34670.
Exhibit 2 A copy of the Certificate of Authority
to Commence Business of the Trustee,
incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement,
Registration No. 2-97868.
Exhibit 3 Included in Exhibit 1.
Exhibit 4 A copy of the existing by-laws of the
Trustee; incorporated herein by
reference to Exhibit 4 filed with Form T-1
Statement, Registration No. 33-34670.
Exhibit 5 A copy of each indenture referred to in
Item 4 if the obligor is in default.
Not applicable.
-2-
<PAGE>
Exhibit 6 Consents of BankAmerica National
Trust Company formerly Security Pacific
National Trust Company (New York) required
by Section 321 (b) of the Trust Indenture
Act of 1939; incorporated herein by
reference to Exhibit 6, filed with Form
T-1 Statement, Registration No. 2-97868.
Exhibit 7 A copy of the latest report of the Trustee
published pursuant to the laws or the
requirements of its supervising or
examining authority.
Exhibit 8 A copy of any order pursuant to which the
foreign trustee is authorized to act as
sole trustee under indentures qualified or
to be qualified under the Act.
Not Applicable.
Exhibit 9 Foreign trustees are required to file a
consent to service of process on Form F-X.
Not Applicable.
-------------------------
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base responsive answers to Item 2 the answer to
said Item is based on incomplete information.
Item 2 may be considered correct unless amended by an amendment to this
Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, BankAmerica National Trust Company, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York and State of
New York, on the 15th day of March, 1995.
BANKAMERICA NATIONAL TRUST COMPANY
By /s/ GEOVANNI BARRIS
------------------------
Geovanni Barris
Trust Officer
-3-
<PAGE>
BANKAMERICA NATIONAL TRUST COMPANY Exhibit 7 to Form T-1
One World Trade Center, 18th Floor
New York City, NY 10048
FDIC Certificate Number 24430
Consolidated Report of Condition for
Insured Commercial Banks for December 31, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC - BALANCE SHEET
Dollar Amounts in Thousands
- ------------------------------------------------------------------------
Assets
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and
currency and coin [1].................................... 850,437
b. Interest-bearing balances [2]............................ 10,200
2. Securities:
a. Held-to-maturity securities
(from Schedule RC-B, column A)........................... 2,012
b. Available-for-sale securities
(from Schedule RC-B, column D)........................... 4,729
3. Federal funds sold and securities
purchases under agreements to resell:
a. Federal funds sold......................................
b. Securities purchased under
agreements to resell.................................... 22,394
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned
income (from Schedule RC-C)............................ 186,898
b. LESS: Allowance for loan and
lease losses........................................... 375
c. LESS: Allocated transfer risk
reserve................................................
d. Loans and leases, net of
unearned income, allowance,
and reserve (item 4.a minus
4.b and 4.c)........................................... 186,541
5. Assets held in trading accounts (from
Schedule RC-D)............................................... 980
6. Premises and fixed assets (including
capitalized leases)..........................................
7. Other real estate owned......................................
8. Investments in unconsolidated subsidiaries and
associated companies.........................................
9. Customer's liability to this bank on
acceptances outstanding......................................
10. Intangible assets (from Schedule RC-M)....................... 9,294
11. Other assets (from Schedule RC-F)............................ 29,232
12. Total assets (sum of items 1 through 11...................... 1,115,819
- ---------------
<PAGE>
[1] Includes cash items in process of collection and unposted debits.
[2] Includes time certificates of deposit not held in trading ccounts.
SCHEDULE RC-CONTINUED
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------
Liabilities
13. Deposits:
a. In domestic offices (sum of totals of columns
A and C from Schedule RC-E)............................... 891,053
(1) Noninterest-bearing [1]............................... 891,053
(2) Interest-bearing......................................
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs....................................
(1) Noninterest-bearing...................................
(2) Interest-bearing......................................
14. Federal funds purchased and securities
sold under agreements to repurchase:
a. Federal funds purchased...................................
b. Securities sold under agreements to repurchase............
15. Demand notes issued to the U.S. Treasury.....................
16. Other borrowed money......................................... 14,396
17. Mortgage indebtedness and obligations
under capitalized leases.....................................
18. Bank's liability on acceptances executed
and outstanding..............................................
19. Notes and debentures subordinated to deposits................
20. Other liabilities (from Schedule RC-G)....................... 29,709
21. Total liabilities (sum of items 13 through 20)............... 985,158
22. Limited-life preferred stock.................................
EQUITY CAPITAL
23. Perpetual preferred stock....................................
24. Common Stock................................................. 500
25. Surplus...................................................... 139,063
26(a)Undivided profits and capital reserves....................... (8,904)
26(b)Net unrealized holding gains (losses) on available for sale
securities................................................... 2
27. Cumulative foreign currency translation adjustments..........
28. Total equity capital (sum of items 23 through 27)............ 130,661
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21,22 and 28)............... 1,115,819
- ---------------
1] Includes total demand deposits and noninterest-bearing time and
savings deposits.
<PAGE>
EXHIBIT 26.6
SECURITIES ACT OF 1933 FILE NO:33-88054 (IF APPLICATION TO DETERMINE ELIGIBILITY
OF TRUSTEE FOR DELAYED OFFERING PURSUANT TO SECTION 305(b)(2))
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)_______
----------------------
THE FIRST NATIONAL BANK OF BOSTON
(Exact name of Trustee as specified in its charter)
04-2472499
(I.R.S. Employer Identification No.)
100 Federal Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Gary A. Spiess, Cashier and General Counsel
100 Federal Street, 24th Floor, Boston, Massachusetts 02110 (617) 434-2870
(name, address and telephone number of agent for service)
----------------------
The CIT Group Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1211 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of Indenture Securities)
================================================================================
<PAGE>
1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Comptroller of the Currency of the United States, Washington D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Trustee is authorized to exercise corporate trust powers.
2. Affiliations with Obligor and Underwriters.
If the obligor or any underwriter for the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the Trustee.
(See Notes on page 2)
None with respect to Bank of Boston Corporation.
3 . through 11. Not applicable.
12.. Indebtedness of the Obligor to the Trustee
COL. A COL. B COL. C
NATURE OF AMOUNT
INDEBTEDNESS OUTSTANDING DATE DUE
------------ ----------- --------
$70,000,000 $0.00 Annual Renewal
Revolving Credit Facility
13 . through 15. Not applicable.
16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
1. A copy of the articles of association of the trustee as now in effect.
A certified copy of the Articles of Association of the trustee is filed as
Exhibit No. 1 to statement of eligibility and qualification No. 22-9514 and is
incorporated herein by reference thereto.
2. A copy of the certificate of authority of the trustee to commence
business, if not contained in the articles of association.
A copy of the certificate of T. McLean Griffin, Cashier of the trustee,
dated February 3, 1978, as to corporate succession containing copies of the
Certificate of the Comptroller of the Currency that The Massachusetts Bank,
National Association, into which The First National Bank of Boston was merged
effective January 4, 1971, is authorized to commence the business of banking as
a national banking association, as well as a certificate as to such merger is
filed as Exhibit No. 2 to statement of eligibility and qualification No. 22-9514
and is incorporated herein by reference thereto.
3. A copy of the authorization of the trustee to exercise corporate trust
powers, if such authorization is not contained in the documents specified in
paragraph (1) or (2) above.
A copy of a certificate of the Office of the Currency dated February 6,
1978 is filed as Exhibit No. 3 to statement of eligibility and qualification No.
22-9514 and is incorporated herein by reference thereto.
<PAGE>
4. A copy of the existing by-laws of the trustee, or instruments
corresponding thereto.
A certified copy of the existing By-Laws of the trustee dated December 23,
1993 is filed as Exhibit No. 4 to statement of eligibility and qualifications
No. 22-25754 and is incorporated herein by reference thereto.
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of the Act.
The consent of the trustee required by Section 321(b) of the Act is annexed
hereto as Exhibit 6 and made a part hereof.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining authority.
A copy of the latest report of condition of the trustee published pursuant
to law or the requirements of its supervising or examining authority is annexed
hereto as Exhibit 7 and made a part hereof.
<PAGE>
In answering any item in this Statement of Eligibility which relates to
matters particularly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.
The answer furnished to Item 2 of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
The First National Bank of Boston, a national banking association organized and
existing under the laws of The United States of America, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Boston and Commonwealth of
Massachusetts, on the 15th day of March, 1995.
THE FIRST NATIONAL BANK OF BOSTON, Trustee
By /s/Emily Grier Lea
--------------------
Emily Grier Lea
Account Manager
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, in connection with the proposed issue of The CIT Group Holdings, Inc.
we hereby consent that reports of examinations by Federal, State, Territorial,
or District authorities may be furnished by such authorities to the Securities
and Exchange Commission upon request therefor.
THE FIRST NATIONAL BANK OF BOSTON, Trustee
By /s/Emily Grier Lea
---------------------
Emily Grier Lea
Account Manager
<PAGE>
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION,INCLUDING DOMESTIC AND FOREIGN SUBSIDIARIES, OF
THE FIRST NATIONAL BANK OF BOSTON
In the Commonwealth of Massachusetts, at the close of business on September
30, 1994. Published in response to call made by Comptroller of the Currency,
under Title 12, United States Code, Section 161. Charter number 200. Comptroller
of the Currency Northeastern District.
<TABLE>
<CAPTION>
ASSETS
Dollar
Amounts in
Thousands
---------
<S> <C> <C>
cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin...................................... $ 1,680,610
Interest-bearing balances ..................................................... 1,171,288
Securities................................................................................... 3,487,893
Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds sold...................................................................... 1,048,563
Securities purchased under agreements to resell......................................... 0
Loans and lease financing receivables:
Loans and leases, net of unearned income ....................... $26,081,248
LESS: Allowance for loan and lease losses....................... 525,233
LESS: Allocated transfer risk reserve........................... 0
Loans and leases, net of unearned income, allowance and reserve ........................ 25,556,015
Assets held in trading accounts.............................................................. 1,070,678
Premises and fixed assets (including capitalized leases)..................................... 387,208
Other real estate owned...................................................................... 54,431
Investments in unconsolidated subsidiaries and associated companies.......................... 119,654
Customers' liability to this bank on acceptances outstanding................................. 322,299
Intangible assets............................................................................ 597,245
Other assets................................................................................. 946,982
-----------
Total Assets.......................................................................... $36,442,866
===========
LIABILITIES
Deposits:
In domestic offices .................................................................... $15,214,319
Noninterest-bearing............................................. 4,007,488
Interest-bearing................................................ 11,206,831
In foreign offices, Edge and Agreement subsidiaries, and IBF's............................... 8,623,779
Noninterest-bearing............................................. 580,842
Interest-bearing................................................ 8,042,937
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and
in IBF's:
Federal funds purchased.................................................................. 2,251,591
Securities sold under agreements to repurchase........................................... 270,703
Demand notes issued to the U.S. Treasury...................................................... 605,026
Trading Liabilities........................................................................... 220,189
Other borrowed money.......................................................................... 4,652,857
Mortgage indebtedness and obligations under capitalized leases................................ 14,052
Bank's liability on acceptances executed and outstanding...................................... 322,645
Subordinated notes and debentures............................................................. 979,089
Other liabilities............................................................................. 876,258
-----------
Total Liabilities........................................................................ $34,030,508
===========
Limited-life preferred stock and equity capital............................................... 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus................................................. $ 0
Common stock.................................................................................. 82,264
Surplus....................................................................................... 987,524
Undivided profits and capital reserves........................................................ 1,355,681
LESS: Net unrealized loss on marketable equity securities..................................... (7,189)
Cumulative foreign currency translation adjustments........................................... (5,922)
Total equity capital.......................................................................... 2,412,358
-----------
Total Liabilities, Limited-life preferred stock, and equity............................. $36,442,866
============
</TABLE>
<PAGE>
I, Robert T. Jefferson, Comptroller of the above-named bank, do hereby
declare that this Report of Condition is true and correct to the best of my
knowledge and belief.
Robert T. Jefferson
November 14, 1994
We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
Charles G. Gifford
Ira Stepanian
J. Donald Monan
Directors
November 14, 1994
<PAGE>
NOTES
In answering any item in this Statement of Eligibility which relates to
matters particularly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.
The answer furnished to Item 2 of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
The First National Bank of Boston, a national banking association organized and
existing under the laws of The United States of America, has duly caused this
statement of eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Boston and
Commonwealth of Massachusetts, on the 15th day of March, 1995.
THE FIRST NATIONAL BANK OF BOSTON, Trustee
By/s/ Emily Grier Lea
-----------------------
Emily Grier Lea
Account Manager
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, in connection with the proposed issue of The CIT Group Holdings, Inc.,
we hereby consent that reports of examinations by Federal, State, Territorial,
or District authorities may be furnished by such authorities to the Securities
and Exchange Commission upon request therefor.
THE FIRST NATIONAL BANK OF BOSTON, Trustee
By /s/ Emily Grier Lea
-----------------------
Emily Grier Lea
Account Manager
EXHIBIT 26.7
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT
OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) /X/
PNC BANK, NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)
NOT APPLICABLE
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
25-1197336
(I.R.S. Employer Identification No.)
Pittsburgh National Building
Fifth Avenue and Wood Street, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices - Zip code)
F. J. Deramo, Vice President, PNC Bank, National Association
23rd Floor, One Oliver Plaza, Pittsburgh, Pennsylvania 15222
(412) 762-3666
(Name, address and telephone number of agent for service)
The CIT Group Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
13-2994534
(I.R.S. Employer Identification No.)
1211 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices - Zip code)
DEBT SECURITIES
(Title of the indenture securities)
================================================================================
<PAGE>
Item 1. General information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of Cleveland Cleveland, Ohio
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes. (See Exhibit T-1-3)
Item 2. Affiliations with obligor and underwriters.
If the obligor or any underwriter for the obligor is an affiliate of the
trustee, describe each such affiliation.
Neither the obligor nor any underwriter for the obligor is an
affiliate of the trustee.
Item 3 through Item 14.
The issuer currently is not in default under any of its outstanding
securities for which PNC Bank is trustee. Accordingly, responses to Items 3
through 14 of Form T-1 are not required pursuant to Form T-1 General
Instructions B.
Item 15. Foreign trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under the indentures qualified or to be
qualified under the Act.
Not applicable (trustee is not a foreign trustee).
Item 16. List of exhibits.
List below all exhibits filed as part of this statement of eligibility.
Exhibit T-1-1 - Articles of Association of the trustee, with all
amendments thereto, as presently in effect.
Exhibit T-1-2 - Copy of Certificate of the Authority of the trustee to
Commence Business, filed as Exhibit 2 to trustee's
Statement of Eligibility and Qualification,
Registration No. 2-58789 and incorporated herein by
reference.
-2-
<PAGE>
Exhibit T-1-3 - Copy of Certificate as to Authority of the trustee to
Exercise Trust Powers, filed as Exhibit 3 to Trustee's
Statement of Eligibility and Qualification,
Registration No. 2-58789, and incorporated herein by
reference.
Exhibit T-1-4 - The By-Laws of the trustee, as presently in effect.
Exhibit T-1-5 - The consent of the trustee required by Section 321(b)
of the Act.
Exhibit T-1-6 - The copy of the Balance Sheet taken from the latest
Report of Condition of the trustee published in
response to call made by Comptroller of the Currency
under Section 5211 U.S. Revised Statutes.
NOTE
The answers to this statement, insofar as such answers relate to (a) what
persons have been underwriters for any securities of the obligor within three
years prior to the date of filing this statement, or are owners of 10% or more
of the voting securities of the obligor, or are affiliates or directors or
executive officers of the obligor, and (b) the voting securities of the trustee
owned beneficially by the obligor and each director and executive officer of the
obligor, are based upon information furnished to the trustee by the obligor and
also, in the case of (b) above, upon an examination of the trustee's records.
While the trustee has no reason to doubt the accuracy of any such information
furnished by the obligor, it cannot accept any responsibility therefor.
------------------------------
Signature appears on next page
-3-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, PNC Bank, National Association, a corporation organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Pittsburgh, and Commonwealth of Pennsylvania on
the 14th day of March, 1995.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/ F.J. DERAMO
-----------------------------------
F. J. Deramo
Vice President
-4-
<PAGE>
Exhibit T-1-1
ARTICLES OF ASSOCIATION
(as most recently amended February 4, 1993)
FIRST: The title of this Association shall be "PNC Bank, National
Association."
SECOND: The main office of the Association shall be in the City of
Pittsburgh, Allegheny County, Pennsylvania. The general business of the
Association shall be conducted at its main office and its regularly established
branches.
THIRD: The Board of Directors of the Association shall consist of not less
than five (5) nor more than twenty-five (25) shareholders, the exact number of
Directors within such minimum and maximum limits to be fixed and determined from
time to time by a resolution of a majority of the full Board of Directors or by
resolution of the shareholders at any annual or special meeting thereof. Unless
otherwise provided by the laws of the United States, any vacancy in the Board of
Directors for any reason, including an increase in the number thereof, may be
filled by action of the Board of Directors.
A majority of the Board of Directors shall be necessary to constitute a
quorum for the transaction of business at any Directors' meeting.
FOURTH: The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the Board
of Directors may designate, on the day of each year specified therefor in the
By-laws, but if no election is held on that day, it may be held on any
subsequent day according to the provisions of law; and all elections shall be
held according to such lawful regulations as may be prescribed by the Board of
Directors. Any action which may be taken at a meeting of the shareholders of the
Association may be taken without a meeting if a consent in writing setting forth
the action so taken is signed by all the shareholders who would be entitled to
vote at a meeting for such purpose.
<PAGE>
FIFTH: The amount of the authorized capital stock of this Association shall
be Forty Million Dollars ($40,000,000) divided into 4,000,000 shares of common
stock of the par value of Ten Dollars ($10) each, but said capital stock may be
increased or decreased from time to time in accordance with the provisions of
the laws of the United States.
No holder of shares of the capital stock of any class of the Association
shall have any preemptive or preferential right of subscription to any shares of
any class of stock of the Association, whether now or hereafter authorized, or
to any obligations convertible into stock of the Association, issued or sold,
nor any right of subscription to any thereof other than such, if any, as the
Board of Directors, in its discretion, may from time to time determine and at
such price as the Board of Directors may from time to time fix.
The Association, at any time and from time to time, may authorize and issue
debt obligations, whether or not subordinated, without the approval of the
shareholders.
SIXTH: The Board of Directors shall appoint one of its members President of
the Association who shall be Chairman of the Board; but the Board of Directors
may appoint a Director, in lieu of the President, to be Chairman of the Board,
who shall perform such duties as may be designated by the Board of Directors.
The Board of Directors shall have the power to appoint one or more Vice
Presidents; to appoint a Cashier, a Secretary, and such other officers and
employees as may be required to transact the business of the Association; to fix
the salaries to be paid such officers and employees; to dismiss such officers
and employees and to appoint others to take their place.
The Board of Directors shall have the power to define the duties of
officers and employees of the Association and to require adequate bonds from
them for the faithful performance of their duties; to make all By-laws that may
be lawful for the general regulation of the business of the Association and the
management of its affairs, including the manner of election or appointment of
Directors and the appointment of judges of election, and generally to do and
-2-
<PAGE>
perform all acts that may be lawful for a Board of Directors to do and perform.
SEVENTH: Any person, his heirs, executors or administrators, may be
indemnified or reimbursed by the Association for reasonable expenses actually
incurred in connection with any action, suit, or proceeding, civil or criminal,
to which he or they shall be made a party by reason of his being or having been
a director, officer, or employee of the Association or of any firm, corporation,
or organization which he served in any such capacity at the request of the
Association; provided, however, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit or proceeding as to
which he shall finally be adjudged to have been guilty of or liable for gross
negligence, willful misconduct or criminal acts in the performance of his duties
to the Association; and, provided further, that no such person shall be so
indemnified or reimbursed in relation to any matter in such actions, suit or
proceeding which has been made the subject of a compromise settlement except
with the approval of a court of competent jurisdiction, or the holders of record
of a majority of the outstanding shares of the Association, or the Board of
Directors, acting by vote of Directors not parties to the same or substantially
the same action, suit, or proceeding, constituting a majority of the whole
number of Directors. The foregoing right of indemnification or reimbursement
shall not be exclusive of other rights to which such person, his heirs,
executors or administrators, may be entitled as a matter of law.
EIGHTH: The Board of Directors shall have the power, without the approval
of the shareholders, to change the location of the main office to any other
place within the limits of the City of Pittsburgh, Allegheny County,
Pennsylvania, and to establish or change the location of any branch or branches
of the Association subject to the approval of the Comptroller of the Currency.
-3-
<PAGE>
NINTH: The corporate existence of the Association shall continue until
terminated in accordance with the laws of the United States.
TENTH: The Board of Directors of the Association, or any three (3) or more
shareholders owning, in the aggregate, not less than ten (10%) percentum of the
stock of the Association, may call a special meeting of the shareholders at any
time. Unless otherwise provided by the laws of the United States, a notice of
the time, place, and purpose of every annual and every special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
lease ten (10) days prior to the date of such meeting to each shareholder of
record at his address as shown upon the books of the Association.
ELEVENTH: These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.
-4-
<PAGE>
EXHIBIT T-1-4
PNC BANK, NATIONAL ASSOCIATION
BY-LAWS
(as amended and restated on 2/4/93)
Article I. Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders of the Bank
for the election of Directors and the transaction of all other business that may
properly come before the meeting shall be held at the Pittsburgh National
building or other convenient place selected by the Directors, on the Tuesday
that next follows the annual meeting of the shareholders of PNC Bank Corp. If
for any reason no such election of Directors is made on that day, the Board of
Directors shall order the election to be held on some subsequent day, as soon
thereafter as practicable.
Section 2. Special Meetings. Special meetings of the shareholders shall be held
when called by the Board of Directors or when called in writing by one or more
shareholders owning in the aggregate not less than ten per centum of the
outstanding shares of stock of the Bank.
Section 3. Notice and Record Date. Notice of shareholders' meetings shall be
given in the manner set forth in Article VIII, Section 5, not less than ten days
nor more than sixty prior to the meeting. The Board of Directors may fix a date
not less than ten nor more than forty days prior to the annual meeting or any
special meeting of the shareholders as the record date for the determination of
shareholders entitled to notice of and to vote at any such meeting, or any
adjournment thereof, and only shareholders of record on the date so fixed shall
be entitled to notice of and to vote at any meeting, or any adjournment thereof.
In no event shall the record date as fixed by the Board of Directors be prior to
the date on which the action is taken fixing such record date.
Section 4. Quorum, Shareholder Action. A majority of the shares outstanding
represented in person or by proxy shall constitute a quorum. Less than a quorum
may adjourn any meeting from time to time and the meeting may be held as
adjourned without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any duly convened
meeting unless otherwise provided by law. Shareholders may vote in person or by
proxy duly authorized in writing, but no officer or employee of the Bank may act
as proxy.
Section 5. Written Action of Shareholders. Any action which may be taken at a
meeting of the shareholders of the Bank may be taken without a meeting if a
consent in writing setting forth the action so taken, signed by all the
shareholders who would be entitled to vote at a meeting for such purpose, and
such written consent shall be filed with the Secretary of the Bank.
<PAGE>
By-Laws PNC Bank, National Association
Page 2
Article II. Directors
Section 1. Board of Directors. The Board of Directors shall have the power to
manage and administer the business and affairs of the Bank. Except as expressly
limited by law, all corporate powers of the Bank shall be vested in and may be
exercised by the Board of Directors.
Section 2. Number. The Board of Directors shall consist of not less than five
nor more than twenty-five individuals, the exact number within such minimum and
maximum limits to be fixed and determined from time to time by resolution of a
majority of the Board or by resolution of a majority of the shareholders.
Between annual meetings of shareholders, the Board of Directors, by vote of a
majority of the Board, may increase the membership of the Board, within the
maximum above prescribed, by not more than four members and, by like vote,
appoint individuals to fill the vacancies created thereby.
Section 3. Election; Term of Office. The Board of Directors shall be elected at
each annual meeting of the shareholders. Each Director shall hold office from
the time of his election and his qualification to serve as such and until the
election and qualification of his successor or until such Director's earlier
death, resignation, disqualification or removal.
Section 4. Organizational Meeting. A meeting of the Board of Directors for the
purpose of organizing the new Board, appointing the officers of the Bank for the
ensuing year and transaction other business shall be held without notice
immediately following the annual election of the Directors or as soon thereafter
as is practicable at such time and place as the Secretary may designate.
Section 5. Regular Meetings. The regular meetings of the Board of Directors
shall be held, without notice, at such times and places as the Board of
Directors shall by resolution determine.
Section 6. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President and shall be called at the
request of any three Directors. Notice of special meetings shall be given in the
manner set forth in Article VIII, Section 5.
Section 7. Quorum; Board Action. A majority of the Directors then in office
shall constitute a quorum for the transaction of business at any meeting. Unless
otherwise provided by law, any action of the Board of Directors may be taken
upon the affirmative vote of a majority of the Directors present at a duly
convened meeting.
Section 8. Vacancies. Any vacancy in the Board of Directors may be filled by
appointment by a majority of the remaining Directors at any regular meeting or
at a special meeting called for that purpose.
Section 9. Participation Other Than By Attendance. To the extent permitted by
law, any Director may participate in any regular or special meeting of the Board
of Directors or of any committee of the Board of Directors by means of a
<PAGE>
By-Laws PNC Bank, National Association
Page 3
conference telephone or similar communications equipment by means of which all
persons participating in the meeting are able to hear each other.
Section 10. Written Action of Directors. Any action which may be taken by the
Directors at a duly convened meeting may be taken upon the unanimous written
consent of the Directors.
Section 11. Compensation. Each director, advisory director, and member of an
Advisory Board of a branch office, who is not a salaried officer, shall receive
compensation in such amount and in such manner as the Board of Directors may
from time to time determine.
Section 12. Resignation; Removal. Any Director may resign by submitting his
resignation to the Chief Executive Officer, the Chairman, the President or the
Secretary. Such resignation shall become effective upon its submission or at any
later time specified. Any Director may be removed from office by action of the
shareholders or the Board taken in accordance with applicable law.
Section 13. Personal Liability for Monetary Damages.
(a) To the fullest extent permitted by applicable law, each Director shall
be indemnified and held harmless by the Bank for all actions taken by him or her
and for all failures to take action to the fullest extent permitted by
Pennsylvania law against all expense, liability and loss (including without
limitation attorneys' fees, judgments, fines, taxes, penalties, and amounts paid
or to be paid in settlement) reasonably incurred or suffered by him or her. no
indemnification pursuant to this Section 13 shall be made, however, in any case
where the act or failure to act giving rise to the claim for indemnification is
determined by a court of competent jurisdiction to have constituted willful
misconduct or recklessness.
(b) This Section 13 shall not apply to any administrative proceeding or
action instituted by a federal Bank regulatory agency which proceeding or action
results in a final order assessing civil money penalties or requiring
affirmative action by the Director in the form of making payments to the Bank.
(c) The provisions of this Section 13 shall be deemed to be a contract with
each Director of the Bank who serves as such at any time while this Section 13
is in effect and each such Director shall be deemed to be doing so in reliance
on the provisions of this Section 13. Any amendment or repeal of this Section 13
or adoption of any other provision of the By-Laws or the Articles of the
Association which has the effect of increasing Director liability shall operate
prospectively only and shall not affect any action taken, or any failure to act,
prior to the adoption of such amendment, repeal or other provision.
Article III. Committees
Section 1. Appointment; Powers. In addition to the Committees described in this
Article III, the Board may appoint one or more standing or temporary committees
<PAGE>
By-Laws PNC Bank, National Association
Page 4
consisting of two or more Directors. The Board may invest such committees with
such power and authority, subject to such conditions, as it may see fit.
Section 2. Executive Committee. The Board may appoint from among its members an
Executive Committee which, to the maximum extent permitted by law or as
otherwise provided herein shall have and exercise in the intervals between the
meetings of the Board of Directors all the powers of the Board of Directors. All
acts done and powers conferred by the Executive Committee from time to time
shall be deemed to be, and may be certified as being, done and conferred under
authority of the Board of Directors. Four directors shall constitute a quorum
regardless of whether the directors present shall have been formally appointed
to the Executive Committee, and the action of a majority of the directors
present at a meeting, unless a majority of such Directors are officers of the
Bank, shall decide any matter or question submitted to the Executive Committee.
Section 3. Examining Committee. The Board shall appoint from among its members
an Examining Committee which shall be composed of not less than three directors,
non of whom shall be officers of the Bank. The Board of Directors shall select a
Chairman from the Committee's membership and the Committee may appoint a
Secretary who need not be a director. The Committee shall meet on call of its
Chairman. The duties and responsibilities of the Committee shall be as required
by law and as assigned from time to time by the Board of Directors.
Section 4. CRA Policy Committee. The Board of Directors shall appoint from among
its members a Community Reinvestment Act Policy Committee which shall consist of
not less than three directors, and such other officers who shall from time to
time be appointed by the Board of Directors. The duties and responsibilities of
the Committee shall be as assigned from time to time by the Board of Directors.
Section 5. Personnel and Compensation Committee. The Board may appoint from
among its members a Personnel and Compensation Committee. The duties and
responsibilities of the Committee shall be as assigned by the Board of
Directors.
Section 6. Nominating Committee. The Board may appoint from among its members a
Nominating Committee. The duties and responsibilities of the Committee shall be
as assigned by the Board of Directors.
Section 7. Fiduciary Committee. The Board may appoint from among its members a
Fiduciary Committee. The duties and responsibilities of the Committee shall be
as assigned by the Board of Directors.
Section 8. Loan and Investment Committee. The Board may appoint from among its
members a Loan and Investment Committee. The duties and responsibilities of the
Committee shall be as assigned by the Board of Directors.
Section 9. Organization. All committees shall determine their own organization,
procedures and times and places of meeting, unless otherwise directed by the
Board and except as otherwise provided in these By-Laws. A majority of the
Directors appointed to a committee shall constitute a quorum for the transaction
of business at any meeting unless as otherwise provided in these By-Laws. In the
<PAGE>
By-Laws PNC Bank, National Association
Page 5
case of committees with an even number of Directors appointed to the committees,
one-half of the Directors shall constitute a quorum. Unless otherwise prevented
by law or by the procedures established by the committee, any action of a
committee may be taken upon the affirmative vote of a majority or one-half, as
the case may be, of the Directors present at a duly convened meeting or upon the
unanimous written consent of all Director members.
Section 10. Advisory Boards. Any branch office, with the approval of the Board
of Directors or the Chief Executive Officer, may have an Advisory Board
consisting of Directors, officers or members of the public, who may from time to
time be appointed by the Board of Directors or the Chief Executive Officer or
his designee. The Chairman of each Advisory Board shall be designated by the
Board of Directors or the Chief Executive Officer. Each Advisory Board shall
meet at such time or times as shall be determined by the chairman of such
Advisory Board. Advisory Boards shall be established for informational and
marketing purposes only and shall not have any duties, powers or
responsibilities.
Article IV. Officers
Section 1. Officers Generally. The officers of the Bank, in order of precedence
or rank, shall be a Chairman of the Board; one or more Vice Chairmen, if any; a
President; one or more Vice Presidents, of whom one or more may be designated,
in order of precedence or rank, Senior Executive, Executive or Senior Vice
Presidents, and one of whom may be designated as responsible to direct, manage
and supervise all fiduciary activities; a Cashier; a Secretary; a Controller; an
Audit Director; and such other officers and functional officer titles, as the
Board of Directors, the Chairman, the Vice Chairman or the President may from
time to time designate. The Board of Directors shall from time to time designate
from among the Chairman of the Board, the Vice Chairmen and the President, one
of these officers to be the Chief Executive Officer.
Section 2. Elections; Appointment. All officers having the rank of Senior Vice
President or higher, shall be elected by the Board of Directors and shall hold
office during the pleasure of the Board of Directors. All other Vice Presidents
and other officers shall be appointed by the Chairman of the Board, a Vice
Chairman or President or other officer authorized by the Board of Directors to
appoint officers, and such action shall be reported to the Board of Directors.
Section 3. Chief Executive Officer. The Chief Executive Officer shall have the
general supervision of the policies, business and operations of the Bank; shall
have general executive powers as well as those duties and powers as may be
assigned by the Board of Directors; and shall have all other powers and duties
as are usually incident to the chief executive officer of a national Bank. In
the absence of the Chief Executive Officer his powers and duties shall be
performed by such other officer or officers as shall be designated by the Board
of Directors.
<PAGE>
By-Laws PNC Bank, National Association
Page 6
Section 4. Chairman. The Chairman of the Board shall have general executive
powers, shall preside at all meetings of the shareholders and shall have such
other powers and duties as may be assigned to him from time to time by the Board
of Directors.
Section 5. Vice Chairman. A Vice Chairman shall have general executive powers
and shall have such duties and powers as shall be assigned from time to time by
the Board of Directors or the Chief Executive Officer.
Section 6. President. The President shall have general executive powers and
shall have such duties and powers as may be assigned to him from time to time by
the Board of Directors.
Section 7. Senior Officers; Vice Presidents. The Senior Executive, Executive,
and Senior Vice Presidents as well as all other Vice Presidents shall have such
duties and powers as may from time to time be assigned to them by the Board of
Directors or by the Chief Executive Officer. Any reference in these By-Laws to a
Vice President shall apply equally to a Senior Executive, Executive, or a Senior
Vice President unless the context otherwise requires.
Section 8. Vice President in Charge of Trusts. The Vice President in Charge of
Trusts, if any, under the direction of the Chief Executive Officer, shall
direct, manage and supervise all fiduciary activities of the Bank and shall be
responsible to the Board of Directors, the Chief Executive Officer and the
Fiduciary Committee for the administration of the Bank's fiduciary powers. He
shall have such other duties and powers as may be assigned to him by the Board
of Directors or the Chief Executive Officer.
Section 9. Cashier. Unless otherwise delegated to another officer or officers by
the Board of Directors, the Cashier shall be responsible for all moneys, funds,
securities, fidelity and indemnity bonds and other valuables belonging to the
Bank, exclusive of the assets held by the Bank in a fiduciary capacity; shall
cause to be kept proper records of the transactions of the Bank; and shall
perform such other duties as may be assigned to him by the Board of Directors or
the Chief Executive Officer.
Section 10. Secretary. The Secretary shall attend the meetings of the
shareholders, of the Board of Directors, and of the Executive Committee, if any,
and shall keep minutes thereof in suitable minute books. He shall have charge of
the corporate records, papers, and the corporate seal of the Bank. He shall have
charge of the stock and transfer records of the Bank and shall keep a record of
all shareholders and give notices of all meetings of shareholders and special
meetings of the Board of Directors. He shall perform such other duties as may be
assigned to him by the Board of Directors or the Chief Executive Officer.
Section 11. Trust Officers. The Officers performing fiduciary functions, being
all officers assigned to the Trust, Trust and Investment Management or other
Fiduciary Department, Division, or other unit of the Bank, shall execute and
perform all actions desirable to carry out the fiduciary functions of the Bank,
and shall perform such other duties as may be assigned by the Board of
Directors, the Chief Executive Officer, or the Vice President in charge of
Trusts, if any.
<PAGE>
By-Laws PNC Bank, National Association
Page 7
Section 12. Controller. The Controller shall be the chief accounting officer and
shall supervise systems and accounting records and shall be responsible for the
preparation of financial reports.
Section 13. Audit Director. The Audit Director shall have charge of auditing the
books, records and accounts of the Bank. He shall report directly to the Board
of Directors or a committee thereof.
Section 14. Assistant Officers. Each Assistant Officer shall assist in the
performance of the duties of the officer to whom he is assistant and shall
perform such duties in the absence of the officer. He shall perform such
additional duties as the Board of Directors, the Chief Executive Officer, or the
officer to whom he is assistant, may from time to time assign to him.
Section 15. Tenure of Office. The Chief Executive Officer, the Chairman, and the
President shall each hold office for the year for which the Board was elected
and until the appointment and qualification of his successor or until his
earlier death, resignation, disqualification or removal by the Board of
Directors. All other officers and employees shall hold office at the pleasure of
the appropriate appointing authority.
Section 16. Resignation. An officer may resign at any time by delivering written
notice to the Bank. A resignation is effective when the notice is given unless
the notice specifies a later effective date.
Article V. Fidelity Bonds
Section 1. Fidelity Bonds, for the faithful performance of their duties, shall
be carried on all officers and employees in such form and amounts as the Board
of Directors or Chief Executive Officer may require.
Article VI. General Powers of Officers
Section 1. The corporate seal of the Bank may be imprinted or affixed by any
process. The Secretary and any other officers authorized by resolution of the
Board of Directors shall have authority to affix and attest the corporate seal
of the Bank.
Section 2. The authority of officers and employees of this Bank to execute
documents and instruments on its behalf in cases not specifically provided for
in these By-Laws shall be as determined from time to time by the Board of
Directors, or, in the case of employees, by officers in accordance with
authority given them by the Board of Directors.
Section 3. Each of the Chairman of the Board, any Vice Chairman, the President,
any one of the Vice Presidents, the Cashier or the Secretary of this Bank is
hereby authorized to pledge assets of the Bank as security for the safekeeping
and prompt payment of deposits of public funds, or other funds, as required or
permitted by law. Such officers may also pledge assets of the Bank as may be
authorized from time to time by the Board of Directors;
<PAGE>
By-Laws PNC Bank, National Association
Page 8
Article VII. Stock Certificates
Section 1. Certificates of stock of the Bank shall be signed by the Chairman of
the Board, or a Vice Chairman, or the President, or a Vice President, and
countersigned by the Cashier or an Assistant Cashier, or by the Secretary or an
Assistant Secretary, and shall be sealed with the seal of the Bank. The seal may
be a facsimile. Where any such certificate is manually countersigned by two
authorized officers, or is manually countersigned by one authorized officer and
manually signed by a Registrar, the signature of the Chairman of the board, or a
Vice Chairman,or the President, or Vice President upon such certificate may be a
facsimile. In case any such officer who has signed or countersigned, or whose
facsimile signature has been placed upon such certificate shall have ceased to
be an officer before such certificate is issued, it may be issued by the Bank
with the same effect as if such officer were still an officer at the time of
this issue.
Section 2. The shares of stock of the Bank shall be transferable only on its
books upon surrender of the stock certificate for such shares properly endorsed.
Section 3. Transfers of stock shall not be suspended preparatory to the
declaration of dividends, but dividends shall be paid to the shareholders in
whose name the stock is standing on the records of the Bank at the close of
business on such day subsequent to the date of declaration of the dividend as
the Board of Directors may designate.
Section 4. If a stock certificate shall be lost, stolen, or destroyed, the
shareholder may file with the Bank an affidavit stating the circumstances of the
loss, theft or destruction and may request the issuance of a new certificate. He
shall give to the Bank a bond which shall be in such sum, contain such terms and
provisions and have such surety or sureties as the Board of Directors may
direct. The Bank may thereupon issue a new certificate replacing the certificate
lost, stolen or destroyed.
Article VIII. General
Section 1. Exercise of Authority During Emergencies. The Board of Directors or
the Executive Committee may from time to time adopt resolutions authorizing
certain persons and entities to exercise authority on behalf of this Bank in
time of emergency, and in the time of emergency any such resolutions will be
applicable, notwithstanding any provisions to the contrary contained in these
By-Laws.
Section 2. Charitable Contributions. The Board of Directors may authorize
contributions to community funds, or to charitable, philanthropic, or benevolent
instrumentalities conducive to public welfare in such sums as the Board of
Directors may deem expedient and in the interest of the Bank.
Section 3. Fiscal Year. The fiscal year of the Bank shall be the calendar year.
<PAGE>
By-Laws PNC Bank, National Association
Page 9
Section 4. Amendments. These By-Laws may be altered, amended, added to or
repealed by a vote of a majority of the Board of Directors at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors called for that purpose.
Section 5. Notice; Waiver of Notice. Any notice required to be given to any
shareholder or director may be given either personally or by sending a copy
thereof through the mail, or by telegram, charges prepaid, or by facsimile to
his or her address or telephone number, as the case may be, appearing on the
books of the Bank, or supplied by him to her to the Bank for the purpose of
notice. If the notice is sent by mail or by telegraph, it shall be deemed to
have been given to the person entitled thereto when deposited in the United
States mail or with a telegraph office for transmission to such person. Each
notice shall specify the place, day, and hour of the meeting, and, in the case
of a special meeting, the general nature of the business to be transacted.
Unless otherwise provided by law, whenever any notice is required to be given to
any shareholder or Director under the provisions of these By-Laws or under the
provisions of the Articles of Association, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, will be deemed equivalent to he given of such notice.
Except in the case of a special meeting of shareholders or Directors, nether the
business to be transacted nor the purpose of the meeting need by specified in
the waiver of notice of such meeting. Attendance of a person either in person or
by proxy, when permitted, will constitute a waiver of notice of such meeting,
except where such person attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting was not lawfully called
or convened.
<PAGE>
EXHIBIT T-1-5
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended by the Trust Indenture Reform Act of 1990, in connection
with the proposed issuance by The CIT Group Holdings, Inc. (a Delaware
Corporation) of Debt Securities, we hereby consent that reports of examination
by Federal, State, Territorial, or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/ F.J. DERMANO
---------------------------
F. J. Deramo
Vice President
Dated: March 14, 1995
<PAGE>
EXHIBIT T-1-6
SCHEDULE RC - BALANCE SHEET
FROM
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of
PNC BANK, NATIONAL ASSOCIATION
of PITTSBURGH in the state of PENNSYLVANIA
at the close of business on
December 31, 1994
filed in response to call made by
Comptroller of the Currency,
under title 12, United States Code, Section 161
Charter Number 540
Comptroller of the Currency Northeastern District
<TABLE>
<CAPTION>
BALANCE SHEET
Thousands
of Dollars
------------
ASSETS
<S> <C> <C>
Cash and balances due from depository institutions
Noninterest-bearing balances and currency and coin................................... $ 1,915,923
Interest-Bearing Balances............................................................ 3,134
Securities
Held-to-maturity securities.......................................................... 13,012,893
Available-for-sale securities........................................................ 2,599,848
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds sold................................................................... 143,200
Securities purchased under agreements to resell...................................... 0
Loans and lease financing receivables:
Loans and leases, net of unearned income $24,628,499
LESS: Allowance for loan and lease losses 622,850
-----------
Loans and leases, net of unearned income,
allowance and reserve............................................................ 23,965,649
Assets held in trading accounts........................................................ 89
Premises and fixed assets (including capitalized leases)............................... 485,753
Other real estate owned ............................................................... 44,015
Investments in unconsolidated subsidiaries and
associated companies ............................................................... 36,562
Customers' liability to this bank on acceptances
outstanding......................................................................... 36,770
Intangible assets ..................................................................... 492,068
Other assets........................................................................... 1,888,857
-----------
Total Assets........................................................................ $44,624,761
===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits:
In domestic offices................................................................. $21,686,988
Noninterest-bearing $ 5,352,189
Interest-bearing 16,334,799
In foreign offices, Edge and Agreement subsidiaries,
and IBFs......................................................................... 3,042,582
Noninterest-bearing $ 7,190
Interest-bearing 3,035,392
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its Edge
and Agreement subsidiaries, and in IBFs:
Federal funds purchased.......................................................... 812,775
Securities sold under agreements to repurchase................................... 3,179,914
Demand notes issued to U.S. Treasury................................................... 1,703,413
Other borrowed money
With original maturity of one year or less.......................................... 8,250,302
With original maturity of more than one year........................................ 1,901,200
Mortgage indebtedness and obligations under
capitalized leases.................................................................. 5,535
Bank's liability on acceptances executed and outstanding............................... 36,770
Subordinated notes and debentures ..................................................... 155,000
Other liabilities...................................................................... 573,760
------------
Total liabilities...................................................................... 41,348,239
EQUITY CAPITAL
Common Stock........................................................................... 30,850
Surplus. . . .......................................................................... 1,341,900
Undivided profits and capital reserves................................................. 2,001,620
Net unrealized holding gains (losses) on
available-for-sale securities....................................................... (97,848)
Total equity capital................................................................... 3,276,522
-----------
Total liabilities and equity capital................................................... $44,624,761
===========
</TABLE>
<PAGE>
EXHIBIT 26.8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2)
-------
------------------------
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
-----------------------
THE CIT GROUP HOLDINGS, INC.
(Exact name of obligor as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1211 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices) (Zip Code)
-------------------------
Debt Securities
(Title of the indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
Name Address
---- -------
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to commence
business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate
trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1
to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement
No. 33-19227.)
<PAGE>
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as
of December 31, 1994 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
------------------
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 15th day
of March, 1995.
CITIBANK, N.A.
By /s/ CAROL NG
------------------------
Carol Ng
Assistant Vice President
<PAGE>
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N. A.
of New York in the State of New York, at
the close of business on December 31,
1994, published in response to call made
by Comptroller of the Currency, under
Title 12, United States Code, Section 161.
Charter Number 1461 Comptroller of the
Currency Northeastern District.
ASSETS
Thousands
of dollars
Cash and balances due from de-
pository institutions:
Noninterest-bearing balances
and currency and coin ............................... $ 6,759,000
Interest-bearing balances ............................. 7,201,000
Securities:
Held-to-maturity securities ........................... 3,918,000
Available-for-sale securities ......................... 11,963,000
Federal funds sold and securities
purchased under agreements to
resell in domestic offices of the
bank and of its Edge and Agree-
ment subsidiaries, and in IBFs:
Federal funds sold ..................................... 4,427,000
Securities purchased under
agreements to resell ................................... 1,114,000
Loans and lease financing receiv-
ables:
Loans and leases, net of un-
earned income ........................ $128,902,000
LESS: Allowance for loan
and lease losses ..................... 3,986,000
-----------
Loans and leases, net of un-
earned income and allowance .......................... 124,916,000
Assets held in trading accounts ......................... 35,573,000
Premises and fixed assets (includ-
ing capitalized leases) ................................ 3,192,000
Other real estate owned ................................. 1,967,000
Investments in unconsolidated
subsidiaries and associated com-
panies ................................................. 998,000
Customers' liability to this bank
on acceptances outstanding ............................. 1,420,000
Intangible assets ....................................... 15,000
Other assets ............................................ 7,024,000
-------------
TOTAL ASSETS ............................................ $ 210,487,000
=============
LIABILITIES
Deposits:
In domestic offices .................................... $ 33,727,000
Noninterest-
bearing ........................... $ 12,509,000
Interest-
bearing ........................... 21,218,000
-------------
In foreign offices, Edge and
Agreement subsidiaries, and
IBFs ................................. 108,207,000
Noninterest-
bearing ........................... 7,180,000
Interest-
bearing ........................... 101,027,000
-------------
Federal funds purchased and se-
curities sold under agreements
to repurchase in domestic offices
of the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............................... 6,044,000
Securities sold under agree-
ments to repurchase ................................... 992,000
Trading liabilities ..................................... 21,458,000
Other borrowed money:
With original maturity of one
year or less .......................................... 7,803,000
With original maturity of more
than one year ......................................... 3,895,000
Mortgage indebtedness and obli-
gations under capitalized leases ....................... 99,000
Bank's liability on acceptance ex-
ecuted and outstanding ................................. 1,440,000
Notes and debentures subordi-
nated to deposits ...................................... 5,700,000
Other liabilities ....................................... 7,226,000
-------------
TOTAL LIABILITIES ....................................... $ 196,591,000
=============
EQUITY CAPITAL
Common stock ............................................ $ 751,000
Surplus ................................................. 6,620,000
Undivided profits and capital re-
serves ................................................. 6,945,000
Net unrealized holding gains (losses)
on available-for-sale securities ...................... 156,000
Cumulative foreign currency
translation adjustments ................................ (576,000)
-------------
TOTAL EQUITY CAPITAL .................................... $ 13,896,000
-------------
TOTAL LIABILITIES AND
EQUITY CAPITAL ........................................ $ 210,487,000
=============
I, Roger W. Trupin, Controller of the
above-named bank do hereby declare that
this Report of Condition is true and
correct to the best of my knowledge and
belief.
ROGER W. TRUPIN
We, the undersigned directors, attest
to the correctness of this Report of
Condition. We declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared in
conformance with the instructions and is
true and correct.
CHRISTOPHER J. STEFFEN
PAUL J. COLLINS Directors
PEI-YUAN CHIA
<PAGE>
Exhibit 26.9
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(B)(2)
SOCIETY NATIONAL BANK
(Exact name of Trustee as specified in its charter)
National Banking Association 34-0797057
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification Numbers)
127 Public Square, Cleveland, Ohio 44114
(Address of principal executive (Zip Code)
offices)
Clive M. Nagy, Society National Bank,
127 Public Square, Corporate Trust - 15th Floor,
Cleveland, OH 44114-1306, 216/689-7549
THE CIT GROUP HOLDINGS, INC.
(Exact Name of obligor as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1211 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices) (Zip code)
Debt Securities
(Title of the indenture securities)
<PAGE>
Item 1. General information
Furnish the following information as to the trustee -
(a) Name and address of each examining or supervising authority to which
it is subject.
Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washingston, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. Affiliations with the obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee.
No responses are included for Items 3 - 15 of this Form T-1 because the Obligor
is not in default as provided under Item 13.
Item 16. List of exhibits
List below all exhibits filed as a part of this statement of eligibility.
1. Exhibit T1A(a) A copy of the Amended Articles of Association of Society
National Bank as now in effect. (see Exhibit T1A(a) to
T-1 to Registration Statement No. 33-52685)
2. Exhibit T1A(b) Certificate of Authority of Trustee to Commence Business.
(see Exhibit T1A(b) to T-1 to Registration Statement No.
33-52685)
3. Exhibit T1A(c) Authorization of the Trustee to exercise Corporate Trust
Powers. (see Exhibit T1A(c) to T-1 to Registration
Statement No. 33-52685)
4. Exhibit T1B A copy of By-Laws of Society National Bank as now in
effect. (see Exhibit T1B to T-1 to Registration Statement
No. 33-52685)
5. Exhibit T1C A copy of each Indenture referred to in Item 4. Not
Applicable
6. Exhibit T1D The Trustee's consent required by Section 321(b) of the
Trust Indenture Act of 1939. (see Exhibit T1D to T-1 to
Registration Statement No. 33-52685)
2
<PAGE>
7. Exhibit T1E A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority.
8. Exhibit T1F A copy of any order pursuant to which the foreign trustee
is authorized to act as sole trustee under indentures
qualified or to be qualified under the Act. Not
Applicable.
9. Exhibit T1G Foreign trustees are required to furnish a consent to
service of process (on Form F-X). Not Applicable.
3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Society National Bank, a national banking association organized and
existing under the laws of the United States of America, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Cleveland, and State of Ohio on
the 6th day of March, 1995.
SOCIETY NATIONAL BANK
By: /s/ C. M. NAGY
---------------------------
C.M. Nagy
Its: Vice President
[Corporate Seal]
ATTEST:
By: /s/ D. KOVACH
---------------------------
D. Kovach
Its: Assistant Secretary
<PAGE>
EXHIBIT E
Legal Title of Bank: Society National Bank Call Date: 12/31/94
Address: 127 Public Square ST-BK: 39-1495 FFIEC 031
City, State Zip: Cleveland, OH 44114-1306 Page RC-1
FDIC Certificate No.: 17534
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC -- Balance Sheet
<TABLE>
<CAPTION>
C400
Dollar Amounts in Thousands RCFD Bil Mil Thou
<S> <C> <C> <C> <C> <C>
ASSETS
1. Cash and balance due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1).............. 0081 1,427,949 1.a.
b. Interest-bearing balances (2)....................................... 0071 350,700 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A).......... 1754 2,749,166 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)........ 1773 1,208,521 2.b.
3. Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
a. Federal funds sold.................................................. 0276 870,416 3.a.
b. Securities purchased under agreements to resell..................... 0277 73,687 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C)....................... RCFD 2122 16,858,996 4.a
b. LESS: Allowance for loan and lease losses... RCFD 3123 398,353 4.b
c. LESS: Allocated transfer risk reserve....... RCFD 3128 0 4.c
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c.................. 2125 16,460,643 4.d
5. Assets held in trading amounts.......................................... 3545 131,686 5.
6. Premises and fixed assets (including capitalized leases)................ 2145 345,650 6.
7. Other real estate owned (from Schedule RC-M)............................ 2150 15,858 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)........................................ 2130 452 8.
9. Customers' liability to this bank on acceptance outstanding............. 2155 9,976 9.
10. Intangible assets (from Schedule RC-M).................................. 2143 117,827 10.
11. Other assets (from Schedule RC-F)....................................... 2160 808,915 11.
12. Total assets (sum of items 1 through 11)................................ 2170 24,571,446 12.
</TABLE>
- ---------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<PAGE>
Legal Title of Bank: Society National Bank Call Date: 12/31/94
Address: 127 Public Square ST-BK: 39-1495 FFIEC 031
City, State Zip: Cleveland, OH 44114-1306 Page RC-2
FDIC Certificate No.: 17534
<TABLE>
<CAPTION>
Schedule RC -- Continued
Dollar Amounts in Thousands Bil Mil Thou
<S> <C> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E, part I)............................................... RCON 2200 13,711,690 13.a.
(1) Noninterest-bearing(1) ................ RCON 6631 3,531,254 13.a.(1)
(2) Interest-bearing....................... RCON 6636 10,180,436 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs (from Schedule RC-E, part II)............................... RCFN 2200 3,957,225 13.b.
(1) Noninterest-bearing.................... RCFN 6631 0 13.b.(1)
(2) Interest-bearing....................... RCFN 6636 3,957,225 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
a. Federal funds purchased............................................... RCFD 0278 1,671,824 14.a.
b. Securities sold under agreements to repurchase........................ RCFD 0279 46,530 14.b.
15. a. Demand notes issued to the U.S. Treasury.............................. RCON 2840 226,349 15.a.
b. Trading liabilities................................................... RCFD 3548 7,170 15.b.
16. Other borrowed money:
a. With original maturity of one year or less............................ RCFD 2332 1,194,145 16.a.
b. With original maturity of more than one year.......................... RCFD 2333 1,434,980 16.b.
17. Mortgage indebtedness and obligations under capitalized leases........... RCFD 2910 10,518 17.
18. Bank's liabilities on acceptances executed and outstanding............... RCFD 2920 9,976 18.
19. Subordinated notes and debentures........................................ RCFD 3200 398,729 19.
20. Other liabilities (from Schedule RC-G)................................... RCFD 2930 273,388 20.
21. Total liabilities (sum of items 13 through 20)........................... RCFD 2948 22,942,524 21.
22. Limited-life preferred stock and related surplus......................... RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............................ RCFD 3838 0 23.
24. Common stock............................................................. RCFD 3230 206,863 24.
25. Surplus (exclude all surplus related to preferred stock)................. RCFD 3839 708,102 25.
26. a. Undivided profits and capital reserves................................ RCFD 3632 785,414 26.a.
b. Net unrealized holding gains (losses) on
available-for-sale securities....................................... RCFD 8434 (71,457) 26.b.
27. Cumulative foreign currency translation adjustments...................... RCFD 3284 0 27.
28. Total equity capital (sum of items 23 though 27)......................... RCFD 3210 1,628,922 28.
29. Total liabilities, limited-life preferred stock, and equity capital
sum of items 21, 22 and 28)........................................... RCFD 3300 24,571,446 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for Number
the bank by independent external auditors as of any date during 1993........... RCFD 6724 N/A M.I.
1 - Independent audit of the bank cunducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank.
2 - Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 - Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 - Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 - Review of the bank's financial statements by external auditors
6 - Compilation of the bank's financial statements by external auditors
7 - Other audit procedures (excluding tax preparation work)
8 - No external audit work
- --------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
</TABLE>
