Rule 424(b)(3)
Registration Statement
No. 33-58107
PRICING SUPPLEMENT NO. 12,
Dated October 22, 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: 100.0%.
Underwriting Discount: 0.0%.
Issue Price: Variable Price Reoffer, initially at par.
Specified Currency: U.S. Dollars.
Original Issue Date: October 25, 1996.
Maturity Date: October 27, 1997.
Interest Rate Basis: Prime Rate.
Spread: -289 basis points.
Initial Interest Rate: The Prime Rate determined one Business Day prior to the
Original Issue Date minus 289 basis points.
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 October 25, 1996.
GOLDMAN, SACHS & CO.
<PAGE>
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 January 27, 1997, April 27, 1997, July 27,
1997, and October 27, 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 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.
-2-
<PAGE>
UNDERWRITING
Goldman, Sachs & Co. (the "Underwriters") are acting as principals in
this transaction.
Subject to the terms and conditions set forth in a Terms Sheet and
Agreement dated October 22, 1996 (the "Terms Agreement"), between the
Corporation and the Underwriters, 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
Underwriters, and the Underwriters have agreed to purchase, $300,000,000
principal amount of the Notes.
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 they propose 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 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
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.
-3-
