Rule 424(b)(3)
Registration Statement
No. 33-58107
PRICING SUPPLEMENT NO. 21
Dated March 12, 1996, to
Prospectus, dated March 24, 1995, and
Prospectus Supplement, dated April 5, 1995.
THE CIT GROUP HOLDINGS, INC.
5.85% MEDIUM-TERM NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(X) Senior Note ( ) Senior Subordinated Note
Principal Amount: U.S. $100,000,000.
Proceeds to Corporation: 99.767%.
Underwriting Discount: .125%.
Issue Price: Variable Price Reoffer, initially at 99.892%.
Original Issue Date: March 15, 1996.
Maturity Date: March 16, 1998.
Interest Rate Per Annum: 5.85%.
Form: Global Note.
The Notes are offered by the Underwriter, as specified herein, subject to
receipt and acceptance by it and subject to its right to reject any order in
whole or in part. It is expected that the Notes will be ready for delivery in
book-entry form on or about March 15, 1996.
GOLDMAN, SACHS & CO.
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Interest Payment Dates: The sixteenth day of each March and September,
commencing September 16, 1996, provided that if any such day is not a
Business Day, the payment will be made on the next succeeding Business
Day as if it were made on the date such payment was due, and no
interest will accrue on the amount payable for the period from and
after such Interest Payment Date or the Maturity Date, as the case may
be.
Interest payments will include the amount of interest accrued from and
including the most recent Interest Payment Date to which interest has
been paid (or from and including the Original Issue Date) to but
excluding the applicable Interest Payment Date.
Specified Currency: U.S. Dollars.
Trustee, Registrar, Authenticating and Paying Agent: Harris Trust & Savings
Bank, under Indenture dated as of May 1, 1994 between the Trustee and
the Corporation.
UNDERWRITING
Goldman, Sachs & Co. (the "Underwriter") is acting as
principal in this transaction.
Subject to the terms and conditions set forth in a Terms Agreement
dated March 12, 1996 (the "Terms Agreement"), between the Corporation
and the Underwriter, incorporating the terms of a Selling Agency
Agreement dated April 6, 1995, between the Corporation and Lehman
Brothers, Lehman Brothers Inc., CS First Boston Corporation, Goldman,
Sachs & Co., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, Salomon Brothers Inc,
and UBS Securities Inc., the Corporation has agreed to sell to the
Underwriter, and the Underwriter has agreed to purchase, $100,000,000
principal amount of the Notes.
Under the terms and conditions of the Terms Agreement, the Underwriter
is committed to take and pay for all of the Notes, if any are taken.
The Underwriter has advised the Corporation that it proposes to offer
the Notes for sale from time to time in one or more transactions (which
may include block transactions), in negotiated transactions or
otherwise, or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Underwriter may effect
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such transactions by selling the Notes to or through dealers, and such
dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Underwriter and/or the purchasers
of the Notes for whom they may act as agent. In connection with the
sale of the Notes, the Underwriter may be deemed to have received
compensation from the Corporation in the form of underwriting
discounts, and the Underwriter may also receive commissions from the
purchasers of the Notes for whom they may act as agent. The Underwriter
and any dealers that participate with the Underwriter in the
distribution of the Notes may be deemed to be underwriters, and any
discounts or commissions received by them and any profit on the resale
of the Notes by them may be deemed to be underwriting discounts or
commissions.
The Notes are a new issue of securities with no established trading
market. The Corporation currently has no intention to list the Notes on
any securities exchange. The Corporation has been advised by the
Underwriter that it intends to make a market in the Notes but is not
obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given as to the liquidity of the
trading market for the Notes.
The Corporation has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
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