REVISED
Rule 424(b)(3)
Registration Statement
No. 33-58107
PRICING SUPPLEMENT NO. 5,
Dated July 9,1996, to
Prospectus, dated May 13, 1996 and
Prospectus Supplement, dated May 15, 1996.
THE CIT GROUP HOLDINGS, INC.
6.50% MEDIUM-TERM NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(X) Senior Note ( ) Senior Subordinated Note
Principal Amount: U.S. $200,000,000.
Proceeds to Corporation: 99.734% or $199,468,000.
Underwriting Discount: .107%.
Issue Price: Variable price reoffer, initially at 99.841%
Original Issue Date: July 12, 1996.
Maturity Date: July 13, 1998.
Interest Rate Per Annum: 6.50%.
Interest Payment Dates: Each July 13 and January 13, commencing January 13,
1997, provided that if any such day is not a Business Day, the payment will be
made on the next succeeding Business Day as if it were made on the date such
payment was due, and no interest will accrue on the amount payable for the
period from and after such Interest Payment Date or the Maturity Date, as the
case may be.
Interest payments will include the amount of interest accrued from and
including the most recent Interest Payment Date to which interest has been
paid (or from and including the Original Issue Date) to but excluding the
applicable Interest Payment Date.
The Notes are offered by the Underwriter, as specified herein, subject to
receipt and acceptance by it and subject to its right to reject any order in
whole or in part. It is expected that the Notes will be ready for delivery in
book-entry form on or about July 12, 1996.
CS FIRST BOSTON CORPORATION
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Form: Global Note.
Specified Currency: U.S. Dollars.
Trustee, Registrar, Authenticating and Paying Agent:
The First National Bank of Chicago, under Indenture dated as of May 1,
1994 between the Trustee and the Corporation.
UNDERWRITING
CS First Boston Corporation ( the "Underwriter") is acting as principal in
this transaction.
Subject to the terms and conditions set forth in a Term Sheet and
Agreement dated July 9, 1996 (the "Terms Agreement"), between the
Corporation and the Underwriter, incorporating the terms of a Selling
Agency Agreement dated May 15, 1996, between the Corporation and Lehman
Brothers, Lehman Brothers Inc., CS First Boston Corporation, Goldman,
Sachs & Co., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, Salomon Brothers Inc, and
UBS Securities LLC, the Corporation has agreed to sell to the Underwriter,
and the Underwriter has agreed to purchase, $200,000,000 aggregate
principal amount of the Notes.
Under the terms and conditions of the Terms Agreement, the Underwriter is
committed to take and pay for all of the Notes, if any are taken.
The Underwriter has advised the Corporation that it proposes to offer the
Notes for sale from time to time in one or more transactions (which may
include block transactions), in negotiated transactions or otherwise, or a
combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Underwriter may effect such transactions by selling
the Notes to or through dealers, and such dealers may receive compensation
in the form of underwriting discounts, concessions or commissions from the
Underwriter and/or the purchasers of the Notes for whom it may act as
agent. In connection with the sale of the Notes, the Underwriter may be
deemed to have received compensation from the Corporation in the form of
underwriting discounts, and the Underwriter may also receive commissions
from the purchasers of the Notes for whom it may act as agent. The
Underwriter and any dealers that participate with the Underwriter in the
distribution of the Notes may be deemed to be underwriters, and any
discounts or commissions received by them and any profit on the resale of
the Notes by them may be deemed to be underwriting discounts or
commissions.
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The Notes are a new issue of securities with no established trading
market. The Corporation currently has no intention to list the Notes on
any securities exchange. The Corporation has been advised by the
Underwriter that it intends to make a market in the Notes but is not
obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given as to the liquidity of the
trading market for the Notes.
The Corporation has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
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