Rule 424(b)(3)
Registration Statement
No. 33-58107
PRICING SUPPLEMENT NO. 19,
Dated December 18, 1996 to
Prospectus, dated May 13, 1996 and
Prospectus Supplement, dated May 15, 1996.
THE CIT GROUP HOLDINGS, INC.
MEDIUM-TERM FLOATING RATE NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(X) Senior Note ( ) Senior Subordinated Note
Principal Amount: U.S. $300,000,000.
Proceeds to Corporation: 99.976%.
Underwriting Discount: .024%.
Issue Price: Variable Price Reoffer.
Specified Currency: U.S. Dollars.
Original Issue Date: December 23, 1996.
Maturity Date: December 23, 1997.
Interest Rate Basis: Prime Rate.
Spread: -290 basis points.
Initial Interest Rate: The Prime Rate determined one Business Day prior to
the Original Issue Date minus 290 basis points.
The Notes are offered by the Underwriter, as specified herein, subject to
receipt and acceptance by it and subject to its right to reject any order in
whole or in part. It is expected that the Notes will be ready for delivery in
book-entry form on or about December 23, 1996.
MERRILL LYNCH & CO.
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Form: Global Note.
Interest Reset Date: Each Business Day to but excluding the Maturity Date.
Rate Cut-Off Date: Two Business Days prior to each Interest Payment Date. The
interest rate for each day following the Rate Cut-Off Date to but
excluding the Interest Payment Date will be the rate prevailing on the
Rate Cut-Off Date.
Accrual of Interest: Accrued interest will be computed by adding the Interest
Factors calculated for each day from the Original Issue Date or from the
last date to which interest has been paid or duly provided for up to but
not including the day for which accrued interest is being calculated. The
"Interest Factor" for any Note for each such day will be computed by
multiplying the face amount of the Note by the interest rate applicable to
such day and dividing the product thereof by 360.
Interest Payment Dates: Quarterly on March 23, 1997, June 23, 1997, September
23, 1997, and December 23, 1997, provided that if any Interest Payment
Date (other than the Maturity Date) would otherwise fall on a day that is
not a Business Day, then the Interest Payment Date will be the first
following day that is a Business Day. If the Maturity Date would otherwise
fall on a day that is not a Business Day, then principal and interest on
the Note will be paid on the next succeeding Business Day, and no interest
on such payment will accrue for the period from and after the Maturity
Date.
Interest payments will include the amount of interest accrued from and
including the most recent Interest Payment Date to which interest has been
paid (or from and including the Original Issue Date) to but excluding the
applicable Interest Payment Date.
Calculation Date: The earlier of (i) the fifth Business Day after each Interest
Determination Date, or (ii) the Business Day immediately preceding the
applicable Interest Payment Date.
Interest Determination Date: One Business Day prior to each Interest Reset
Date.
Minimum Interest Rate: 0.0%.
Calculation Agent: The CIT Group Holdings, Inc.
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.
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UNDERWRITING
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
(the "Underwriter") is acting as principal in this transaction.
Subject to the terms and conditions set forth in a Terms Sheet and
Agreement dated December 18, 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, $300,000,000 principal amount
of the Notes.
Under the terms and conditions of the Terms Agreement, the Underwriter is
committed to take and pay for all of the Notes, if any are taken.
The Underwriter has advised the Corporation that it proposes to offer the
Notes for sale from time to time in one or more transactions (which may
include block transactions), in negotiated transactions or otherwise, or a
combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Underwriter may effect such transactions by selling
the Notes to or through dealers, and such dealers may receive compensation
in the form of underwriting discounts, concessions or commissions from the
Underwriter and/or the purchasers of the Notes for whom they may act as
agent. In connection with the sale of the Notes, the Underwriter may be
deemed to have received compensation from the Corporation in the form of
underwriting discounts, and the Underwriter may also receive commissions
from the purchasers of the Notes for whom it may act as agent. The
Underwriter and any dealers that participate with the Underwriter in the
distribution of the Notes may be deemed to be underwriters, and any
discounts or commissions received by them and any profit on the resale of
the Notes by them may be deemed to be underwriting discounts or
commissions.
The Notes are a new issue of securities with no established trading
market. The Corporation currently has no intention to list the Notes on
any securities exchange. The 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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