CIT GROUP HOLDINGS INC /DE/
8-K, 1996-12-24
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                    Pursuant to Section 13 or 15 (d) of the
                        Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)        December 24, 1996
                                                     -----------------------

                     The CIT Group Holdings, Inc.
                     ----------------------------
            (Exact name of registrant as specified in its charter)


   Delaware               I-1861                    13-2994534
- -------------------------------------------------------------------------------
(state or other          (Commission           (IRS Employer
  jurisdiction of          File Number              Identification No.)
  incorporation


1211 Avenue of the Americas                     copy to:   650 CIT Drive
New York, New York  10036                     Livingston, New Jersey 07039
- -------------------------------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code            (212) 536-1211
                                                         -------------------

- -------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)


<PAGE>




Item 5.      Other Events.

      On December  24,  1996,  with the consent of the  shareholders  of The CIT
Group Holdings,  Inc. (the  "Corporation"),  The Dai-Ichi  Kangyo Bank,  Limited
("DKB") and CBC Holding  (Delaware) Inc., a wholly owned subsidiary of The Chase
Manhattan  Corporation ("CBC" Holding),  the Corporation paid a special dividend
in the aggregate  amount of $165 million to its  shareholders.  Each shareholder
then  immediately  contributed an aggregate amount equal to the special dividend
to the Corporation as additional paid in capital.  Notwithstanding  this special
dividend  and  subsequent  capital  contribution,  the  Corporation  intends  to
continue to follow a dividend  policy  requiring the payment of dividends by the
Corporation  equal to and not  exceeding  30% of net  operating  earnings of the
Corporation on a quarterly basis.


<PAGE>




                                   SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                             THE CIT GROUP HOLDINGS, INC.
                             -------------------------------------
                                    (Registrant)


                          By /s/ Joseph M. Leone
                             -------------------------------------
                               Joseph M. Leone
                               Executive Vice President and
                               Chief Financial Officer

Dated:  December 24, 1996




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