Rule 424(b)(3)
Registration Statement
No. 33-58107
PRICING SUPPLEMENT NO. 22,
Dated March 25, 1996, to Prospectus, dated March 24, 1995, and Prospectus
Supplement, dated April 5, 1995.
THE CIT GROUP HOLDINGS, INC.
6.25% 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: 99.594% or $99,594,000.
Underwriting Discount: .256%.
Issue Price: 99.85%.
Original Issue Date: March 28, 1996.
Maturity Date: March 28, 2001.
Interest Rate Per Annum: 6.25%.
Interest Payment Dates: Each March 28 and September 28, commencing September 28,
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.
The Notes are offered by the Underwriters, as specified herein, subject to
receipt and acceptance by them and subject to their 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 28, 1996.
J.P. MORGAN & CO.
FIRST UNION CAPITAL MARKETS CORP.
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Form: Global Note.
Specified Currency: U.S. Dollars.
Trustee, Registrar, Authenticating and Paying Agent: The Bank of New York, under
Indenture dated as of May 1, 1994 between the Trustee and the
Corporation.
UNDERWRITING
J.P. Morgan Securities Inc. and First Union Capital Markets
Corp. (the "Underwriters") are acting as principals in this
transaction.
Subject to the terms and conditions set forth in a Terms Agreement
dated March 25, 1996 (the "Terms Agreement"), between the Corporation
and the Underwriters, 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
Underwriters, and each of the Underwriters has severally agreed to
purchase, the principal amount of the Notes set forth opposite its name
below:
Principal Amount of
Underwriter the Notes
J.P. Morgan Securities Inc. $ 75,000,000
First Union Capital Markets Corp. 25,000,000
Total $100,000,000
Under the terms and conditions of the Terms Agreement, the Underwriters
are committed to take and pay for all of the Notes, if any are taken.
The Underwriters have 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 Underwriters 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 Underwriters and/or the purchasers
of the Notes for whom they may act as agent. In connection with the
sale of the Notes, the Underwriters may be deemed to have received
compensation from the Corporation in the form of underwriting
discounts, and the Underwriters may also receive commissions from the
purchasers of the Notes for whom they may act as agent. The
Underwriters and any dealers that participate with the Underwriters in
the
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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
Underwriters that they intend to make a market in the Notes but are 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 Underwriters against
certain liabilities, including liabilities under the Securities Act of
1933, as amended.
