REVISED
-------
Rule 424(b)(3)
Registration Statement
No. 33-58107
PRICING SUPPLEMENT NO. 4,
Dated June 24, 1996, to
Prospectus, dated May 13, 1996 and
Prospectus Supplement, dated May 15, 1996.
THE CIT GROUP HOLDINGS, INC.
6.625% 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: 99.558% or $99,558,000.
Underwriting Discount: .200%.
Issue Price: 99.758%
Original Issue Date: June 27, 1996.
Maturity Date: June 28, 1999.
Interest Rate Per Annum: 6.625%.
Interest Payment Dates: Each June 28 and December 28, commencing December 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 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 June 27, 1996.
BA SECURITIES, INC.
<PAGE>
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
BA Securities, Inc. (the "Underwriter") is acting as principal in this
transaction.
Subject to the terms and conditions set forth in a Term Sheet and Agreement
dated June 24, 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, $100,000,000 aggregate 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 at the issue price set forth above. 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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