As filed with the Securities and Exchange Commission on May 6, 1996
Registration No. 33-64309
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
and
POST-EFFECTIVE AMENDMENT NO. 2
and
POST-EFFECTIVE AMENDMENT NO. 7
Under
THE SECURITIES ACT OF 1933
----------
The CIT Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1211 Avenue of the Americas
New York, New York 10036
(212) 536-1950
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------
ERNEST D. STEIN
Executive Vice President, General Counsel & Secretary
The CIT Group Holdings, Inc.
650 CIT Drive
Livingston, New Jersey 07039
(201) 740-5013
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
Please send copies of all communications to:
ANDRE WEISS
Schulte Roth & Zabel
900 Third Avenue
New York, New York 10022
----------
Approximate date of commencement of proposed sale to the public:
When market conditions warrant after the effective date
of this Registration Statement.
----------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
(continued on following page)
<PAGE>
(continued from previous page)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of securities to be offering price aggregate registration
to be registered registered per unit offering price fee
- - - ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Senior/Senior Subordinated
Debt Securities...................... $1,000,000,000(1) 100%(2) $1,000,000,000(2) $344,830
================================================================================================================
</TABLE>
(1) If any Debt Securities are issued (i) with a principal amount denominated
in a foreign currency, such principal amounts as shall result in an
aggregate initial offering price the equivalent of U.S. $1,000,000,000 at
the time of initial offering, or (ii) at an original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price of $1,000,000,000.
(2) Estimated solely for the purpose of determining the registration fee.
----------
The Registrant hereby amends this Amendment No. 1 to the Registration
Statement on such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically states
that this Amendment No. 1 to the Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
this Amendment No. 1 to the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
----------
Pursuant to Rule 429 under the Securities Act of 1933, this Amendment No. 1
to the Registration Statement contains a combined prospectus that also relates
to Registration Statement Nos. 33-58418 and 33-58107, previously filed by the
Registrant on Form S-3 and declared effective on March 15, 1993 and March 24,
1995, respectively. This Amendment No. 1 to the Registration Statement
constitutes Post-Effective Amendment No. 2 to Registration Statement No.
33-58107 and Post-Effective Amendment No. 7 to Registration Statement No.
33-58418, and each such Post-Effective Amendment shall hereafter become
effective concurrently with the effectiveness of this Amendment No. 1 to the
Registration Statement and in accordance with Section 8(c) of the Securities Act
of 1933.
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED MAY 6, 1996
PROSPECTUS
The CIT Group Holdings, Inc.
Debt Securities
------------------
The CIT Group Holdings, Inc. (the "Corporation") intends to issue from time
to time, in one or more series, debt securities (the "Debt Securities"), which
may be either senior (the "Senior Securities") or senior subordinated (the
"Senior Subordinated Securities") in priority of payment, with an aggregate
initial offering price not to exceed $6,861,000,000 (or (i) if the principal of
the Debt Securities is denominated in a foreign currency, the equivalent thereof
at the time of offering, or (ii) if the Debt Securities are issued at an
original issue discount, such greater principal amount as shall result in an
aggregate initial offering price of $6,861,000,000). Each Debt Security will be
a direct, unsecured obligation of the Corporation and will be offered to the
public on terms determined by market conditions at the time of sale. The
Corporation may sell its Debt Securities (i) directly to purchasers, (ii)
through agents designated from time to time, (iii) to dealers, or (iv) through
an underwriter or a group of underwriters. The Debt Securities may be issued in
one or more series with the same or various terms. The specific designation,
aggregate principal amount, currency of payment, authorized denominations,
purchase price, maturity, rate and time of payment of any interest, any
redemption terms, the designation of each Trustee acting under the applicable
Indenture, any listing on a securities exchange, or other specific terms of the
Debt Securities in respect of which this Prospectus is being delivered (the
"Offered Debt Securities") will be set forth in the accompanying supplement to
the Prospectus (the "Prospectus Supplement"), together with the terms of
offering of the Offered Debt Securities. The Corporation reserves the sole right
to accept and either in its sole discretion or together with its agents from
time to time to reject, in whole or in part, any proposed purchase of Offered
Debt Securities.
If any agents of the Corporation or any dealers or underwriters are
involved in the sale of the Offered Debt Securities in respect of which this
Prospectus is being delivered, the names of such agents, dealers, or
underwriters and any applicable agent's commission, dealer's purchase price, or
underwriter's discount will be set forth in or may be calculated from the
Prospectus Supplement. The net proceeds to the Corporation from such sale will
be (i) the purchase price of such Offered Debt Securities less such commission
in the case of an agent, (ii) the purchase price of such Offered Debt Securities
in the case of a dealer, or (iii) the public offering price less such discount
in the case of an underwriter and less, in each case, other applicable issuance
expenses. See "Plan of Distribution" for possible indemnification arrangements
with agents, dealers, and underwriters.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1996.
<PAGE>
NO SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED BY THE CORPORATION OR
ANY DEALER, AGENT, OR UNDERWRITER TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION, OTHER THAN AS CONTAINED IN THIS PROSPECTUS, THE PROSPECTUS
SUPPLEMENT OR THE DOCUMENTS INCORPORATED BY REFERENCE, IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE ANY OFFER BY ANY
DEALER, AGENT OR UNDERWRITER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,
SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR SUCH DEALER,
AGENT OR UNDERWRITER TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE. NEITHER
THE DELIVERY OF THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION AND ITS SUBSIDIARIES SINCE THE
DATE OF THE INFORMATION CONTAINED HEREIN.
------------------
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other information
can be inspected and copied at the offices of the Commission, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and
Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission, at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Certain of the Corporation's securities are listed on the New York Stock
Exchange and reports and other information concerning the Corporation can also
be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Corporation are
incorporated by reference in this Prospectus:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995, together with the report of KPMG Peat Marwick LLP,
independent certified public accountants, which report refers to a change
in the method of accounting for postretirement benefits other than pensions
in 1993;
(b) The Corporation's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996; and
(c) The Corporation's Current Reports on Form 8-K dated January 18,
1996, April 11, 1996 and April 12, 1996.
All documents filed by the Corporation pursuant to Sections 13(a) and (c),
14, or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Corporation will provide without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any or all of the foregoing
documents described above which have been or may be incorporated by reference in
this Prospectus other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Such request should
be directed to:
Corporate Secretary
The CIT Group Holdings, Inc.
1211 Avenue of the Americas
New York, New York 10036
(212) 536-1950
2
<PAGE>
THE CORPORATION
The CIT Group Holdings, Inc. (the "Corporation"), a Delaware corporation,
is a successor to a company founded in St. Louis, Missouri on February 11, 1908.
It has its principal executive offices at 1211 Avenue of the Americas, New York,
New York 10036, and its telephone number is (212) 536-1950. The Corporation,
operating directly or through its subsidiaries primarily in the United States,
engages in financial services activities through a nationwide distribution
network. The Corporation provides financing primarily on a secured basis to
commercial borrowers, ranging from middle-market to larger companies, and to a
lesser extent to consumers. While these secured lending activities reduce the
risk of losses from extending credit, the Corporation's results of operations
can also be affected by other factors, including general economic conditions,
competitive conditions, the level and volatility of interest rates,
concentrations of credit risk, and government regulation and supervision. The
Corporation does not finance the development or construction of commercial real
estate. The Corporation has eight strategic business units which offer
commercial and consumer financing, and factoring products and services to
clients.
The Dai-Ichi Kangyo Bank, Limited ("DKB") owns eighty percent (80%) of the
issued and outstanding shares of common stock of the Corporation. DKB purchased
a sixty percent (60%) common stock interest in the Corporation from
Manufacturers Hanover Corporation ("MHC") at year-end 1989 and acquired an
additional twenty percent (20%) common stock interest in the Corporation on
December 15, 1995 from CBC Holding (Delaware) Inc. (formerly known as MHC
Holdings (Delaware) Inc.) ("CBC Holding"). DKB has a five-year option, expiring
December 15, 2000, to purchase the remaining twenty percent (20%) common stock
interest from CBC Holding and its parent.
CBC Holding became a direct, wholly owned subsidiary of Chemical Banking
Corporation ("CBC") after the merger between MHC and CBC on December 31, 1991.
On March 31, 1996, CBC was merged into The Chase Manhattan Corporation ("CMC"),
and CMC became the sole stockholder of CBC Holding.
In accordance with a stockholders agreement among DKB, CMC, as direct
successor to CBC and indirect successor to MHC, and the Corporation, dated as of
December 29, 1989, as amended by an Amendment to Stockholders' Agreement, dated
December 15, 1995 (the "Stockholders Agreement"), one nominee of the Board of
Directors is designated by CMC. The Stockholders Agreement also contains
restrictions with respect to the transfer of the stock of the Corporation to
third parties.
Business Credit
The CIT Group/Business Credit offers revolving and term loans secured by
accounts receivable, inventories and fixed assets to medium and larger-sized
companies. Such loans are used by clients primarily for acquisitions,
refinancings, debtor-in-possession and turnaround financings. The CIT
Group/Business Credit sells participation interests in such loans to other
lenders and will occasionally purchase participation interests in such loans
originated by other lenders. Business is developed through direct calling
efforts and through other sources originated by new business development
officers. The CIT Group/Business Credit is headquartered in New York City, with
sales and customer service offices in New York, Chicago, Dallas, Los Angeles,
Atlanta and Charlotte.
Capital Equipment Financing
The CIT Group/Capital Equipment Financing specializes in customized secured
financing and leasing for medium-sized and large corporations in the form of
single investor leases, debt and equity portions of leveraged leases, operating
leases, direct loans, sale and leaseback arrangements, portfolio acquisitions
and project financings for major capital equipment and other income producing
assets. Such business is developed directly with large companies and through
third parties. A business group within The CIT Group/Capital Equipment Financing
augments its marketing efforts and provides services relating to its area of
expertise. The CIT Group/Capital Investments is a registered broker-dealer and a
member of the National Association of Securities Dealers, Inc. and acts as an
agent, broker, and advisor in financing and leasing transactions. The CIT
Group/Capital Equipment Financing is headquartered in New York City, with sales
offices in twenty cities, including New York, Chicago and Los Angeles.
3
<PAGE>
Credit Finance
The CIT Group/Credit Finance offers revolving and term loans to small and
medium-sized companies secured by accounts receivable, inventories, and fixed
assets. Such loans are used by clients for working capital, in refinancings,
acquisitions, leveraged buyouts and reorganizations, restructurings, turnarounds
and Chapter 11 situations. Business is developed through direct calling efforts
and through other sources developed by new business development officers. The
CIT Group/Credit Finance is headquartered in New York City, with sales and
customer service offices in New York, Chicago and Los Angeles and loan
production offices in seven other cities.
Industrial Financing
The CIT Group/Industrial Financing offers secured equipment financing and
leasing products, including direct secured loans, leases, revolving lines of
credit, sale and leaseback arrangements, vendor financing and specialized
wholesale and retail financing for distributors and manufacturers, portfolio
acquisition, business aircraft financing, third party financing and medical
equipment financing. The CIT Group/Industrial Financing is headquartered in
Livingston, New Jersey with a nationwide network of local offices and sales
offices in eighteen cities, including Tempe, Arizona and Atlanta, Georgia, which
also serve as regional and customer service offices.
Commercial Services
The CIT Group/Commercial Services offers a full range of domestic and
international customized credit protection and lending services. These services
include factoring, working capital and term loans, receivable management
outsourcing, bulk purchases of accounts receivable, import and export financing
and letter of credit programs. The CIT Group/Commercial Services is
headquartered in New York City, with full service offices in New York, Los
Angeles, Dallas and Charlotte and sales offices in Miami and Hong Kong.
Bookkeeping and collection functions are located in a service center in
Danville, Virginia.
Equity Investments and Venture Capital
The CIT Group/Equity Investments and its subsidiary, The CIT Group/Venture
Capital, originate and participate in merger and acquisition transactions,
purchasing private equity and equity-related securities, and arranging
transaction financing. These units also invest in emerging growth opportunities
in selected industries, including the life sciences, information technology,
communications and consumer products. Business is developed through direct
solicitation, or through referrals from investment banking firms, financial
intermediaries, or the Corporation's other business units. The CIT Group/Venture
Capital is a federal licensee under the Small Business Investment Act of 1958.
The CIT Group/Equity Investments and The CIT Group/Venture Capital are
headquartered in Livingston, New Jersey.
Consumer Finance
The CIT Group/Consumer Finance offers loans secured by first or second
mortgages on residential real estate and home equity lines of credit. The CIT
Group/Consumer Finance generates business through brokers and direct marketing
efforts and also acquires "home equity" portfolios originated by others. This
business unit is headquartered in Livingston, New Jersey with 20 branch offices
serving 40 states, three regional business centers, which originate mortgage
loans as well as purchase mortgage loans from third parties, and a national home
equity center, which engages in nationwide direct marketing. Servicing and
collection support is provided by the Sales Financing asset service center
located in Oklahoma City, Oklahoma.
Sales Financing
The CIT Group/Sales Financing, working through dealers, manufacturers and
brokers, provides retail secured financing on a nationwide basis for the
purchase of recreational vehicles, manufactured housing and recreational boats.
The CIT Group/Sales Financing also purchases portfolios of these assets from
banks, savings and loans, investment banks and others, offers to manufacturers
retail and wholesale "private label" financing programs, and provides servicing
4
<PAGE>
for portfolios owned by other financial institutions, U.S. government agencies,
and securitization trusts. The CIT Group/Sales Financing is headquartered in
Livingston, New Jersey with an asset service center in Oklahoma City, Oklahoma,
and covers the United States from five regional business centers located in
Atlanta, Boston, Kansas City, Sacramento and Seattle.
Multi-National Marketing
Supplementing the Corporation's marketing efforts, the Corporation's
Multi-National Marketing Group promotes the services of the Corporation's
various business units to the U.S. subsidiaries of foreign corporations in need
of asset-based financing. Business is developed through referrals from DKB and
through direct calling efforts. The Multi-National Marketing Group is located in
New York City.
Regulation
DKB is a bank holding company within the meaning of the Bank Holding
Company Act of 1956 (the "Act"), and is registered as such with the Federal
Reserve Board. As a result, the Corporation is subject to certain provisions of
the Act. In general, the Act limits the activities in which a bank holding
company and its subsidiaries may engage to those of banking or managing or
controlling banks or performing services for their subsidiaries and to
continuing activities which the Federal Reserve Board has determined to be "so
closely related to banking or managing or controlling banks as to be a proper
incident thereto." The Corporation's current principal business activities
constitute permissible activities for a subsidiary of a bank holding company.
The operations of the Corporation and its subsidiaries are subject, in
certain instances, to supervision and regulation by governmental authorities and
may be subject to various laws and judicial and administrative decisions
imposing various requirements and restrictions, including among other things,
regulating credit granting activities, establishing maximum interest rates and
finance charges, regulating customers' insurance coverages, requiring
disclosures to customers, governing secured transactions, and setting
collection, repossession, and claims handling procedures and other trade
practices. In most states the consumer sales finance and loan business and the
consumer second mortgage and home equity line of credit businesses are subject
to licensing or regulation. In some states the industrial finance business is
subject to similar licensing or regulation. The consumer second mortgage, home
equity line of credit, sales finance, and loan businesses, including those
conducted by the Corporation, are also subject to a number of Federal statutes,
including the Federal Consumer Credit Protection Act, which requires, among
other things, disclosure of the finance charge in terms of an annual percentage
rate, as well as the total dollar cost.
In the judgment of management, existing statutes and regulations have not
had a materially adverse effect on the business conducted by the Corporation and
its subsidiaries. However, it is not possible to forecast the nature of future
legislation, regulations, judicial decisions, orders, or interpretations, nor
their impact upon the future business, earnings, or otherwise, of the
Corporation and its subsidiaries.
5
<PAGE>
SUMMARY OF FINANCIAL INFORMATION
The following is a summary of certain financial information of the
Corporation and its subsidiaries. The data for the years ended December 31,
1995, 1994 and 1993 were obtained from the Corporation's audited consolidated
financial statements contained in the Corporation's 1995 Annual Report on Form
10-K. The data for the years ended December 31, 1992 and 1991 were obtained from
audited consolidated statements of the Corporation that are not incorporated by
reference in this Prospectus. The data for the quarters ended March 31, 1996 and
1995 were obtained from the Corporation's unaudited condensed consolidated
financial statements contained in the Corporation's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996. This summary should be read in
conjunction with the financial information of the Corporation included in the
reports referred to under "Documents Incorporated By Reference."
<TABLE>
<CAPTION>
Three Months Ended
March 31, Years Ended December 31,
------------------ ---------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
------ ------ -------- -------- -------- -------- --------
(Dollar Amounts in Millions)
<S> <C> <C> <C> <C> <C> <C> <C>
Finance income..................... $402.6 $363.7 $1,529.2 $1,263.8 $1,111.9 $1,091.5 $1,196.4
Interest expense................... 207.2 199.2 831.5 614.0 508.0 552.0 709.4
------ ------ -------- -------- -------- -------- --------
Net finance income............... 195.4 164.5 697.7 649.8 603.9 539.5 487.0
Fees and other income.............. 52.7 43.4 184.7 174.4 133.8 113.8 115.9
------ ------ -------- -------- -------- -------- --------
Operating revenue................ 248.1 207.9 882.4 824.2 737.7 653.3 602.9
------ ------ -------- -------- -------- -------- --------
Salaries and employee benefits..... 56.1 48.1 193.4 185.8 152.1 137.9 127.0
General operating expenses......... 39.8 36.7 152.3 152.1 130.1 123.7 119.3
------ ------ -------- -------- -------- -------- --------
Salaries and general operating
expenses........................ 95.9 84.8 345.7 337.9 282.2 261.6 246.3
------ ------ -------- -------- -------- -------- --------
Net credit losses.................. 25.4 17.5 77.2 84.2 94.4 98.3 95.2
Total Provision for finance
receivables increase............ 2.4 3.5 14.7 12.7 10.5 4.9 1.9
------ ------ -------- -------- -------- -------- --------
Total provision for
credit losses ................. 27.8 21.0 91.9 96.9 104.9 103.2 97.1
------ ------ -------- -------- -------- -------- --------
Depreciation on operating lease
equipment....................... 27.5 17.6 79.7 64.4 39.8 16.7 8.1
------ ------ -------- -------- -------- -------- --------
Operating expenses.............. 151.2 123.4 517.3 499.2 426.9 381.5 351.5
------ ------ -------- -------- -------- -------- --------
Income before provision for income
taxes and extraordinary item.... 96.9 84.5 365.1 325.0 310.8 271.8 251.4
Provision for income taxes......... 37.1 31.7 139.8 123.9 128.5 105.3 100.0
------ ------ -------- -------- -------- -------- --------
Income before extraordinary item... 59.8 52.8 225.3 201.1 182.3 166.5 151.4
Extraordinary item - loss on early
extinguishment of debt, net
of income tax benefit........... -- -- -- -- -- (4.2) (1.3)
------ ------ -------- -------- -------- -------- --------
Net income...................... $ 59.8 $ 52.8 $ 225.3 $ 201.1 $ 182.3 $ 162.3 $ 150.1
====== ====== ======== ======== ======== ======== ========
</TABLE>
The following table sets forth the ratio of earnings to fixed charges for
each of the periods indicated.
Ratios of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Three Months Ended
March 31, Years Ended December 31,
------------------ ------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
----- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges 1.46 1.42 1.44 1.52 1.60 1.49 1.35
</TABLE>
The ratios of earnings to fixed charges have been computed in accordance
with requirements of the Commission's Regulation S-K. Earnings consist of income
from continuing operations before income taxes and fixed charges; fixed charges
consist of interest on indebtedness and the portion of rentals considered to
represent an appropriate interest factor.
6
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Debt Securities offered hereby will
provide additional working funds for the Corporation and its subsidiaries and
will be used initially to reduce short-term borrowings (presently represented by
commercial paper) incurred primarily for the purpose of originating and
purchasing receivables in the ordinary course of business. The amounts which the
Corporation itself may use in connection with its business and which the
Corporation may furnish to particular subsidiaries are not now determinable.
From time to time the Corporation may also use the proceeds to finance the bulk
purchase of receivables and/or the acquisition of other finance-related
businesses.
DESCRIPTION OF DEBT SECURITIES
General
The Debt Securities will constitute either Superior Indebtedness (as
defined below) or Senior Subordinated Indebtedness (as defined below) of the
Corporation. Senior Securities may be issued from time to time in one or more
separate, unlimited series under one or more separate indentures, each
substantially in the form of a global indenture (each such indenture and
indentures supplemental thereto are hereinafter referred to as a "Senior
Indenture", and collectively as the "Senior Indentures"), in each case between
the Corporation and a banking institution organized under the laws of the United
States or one of the states thereof (each such banking institution is
hereinafter referred to as a "Senior Trustee", and collectively as the "Senior
Trustees"). The Senior Subordinated Securities may be issued from time to time
as either (i) one or more separate, unlimited series of Debt Securities
constituting senior subordinated indebtedness under one or more separate
indentures, each substantially in the form of a global indenture (each such
indenture and indentures supplemental thereto are hereinafter referred to as a
"Senior Subordinated Indenture", and collectively as the "Senior Subordinated
Indentures"), in each case between the Corporation and a banking institution
organized under the laws of the United States or one of the states thereof (each
such banking institution is hereinafter referred to as a "Senior Subordinated
Trustee", and collectively as the "Senior Subordinated Trustees"), or (ii) one
or more separate, unlimited series of Debt Securities constituting senior
subordinated indebtedness under the Senior Subordinated Indentures which is
intended to qualify as "Tier II Capital" under the rules and regulations of the
Ministry of Finance of Japan and the risk-based capital guidelines of the
Federal Reserve Board, if such series have the limited rights of acceleration
described under "Description of Debt Securities--Senior Subordinated Securities"
and "Description of Debt Securities--Events of Default". The Senior Indentures
and the Senior Subordinated Indentures are sometimes herein referred to as the
"Indentures", and the Senior Trustees and the Senior Subordinated Trustees are
sometimes herein referred to as the "Trustees".
The statements under this heading are subject to the detailed provisions of
each Indenture. A form of global Senior Indenture and a form of global Senior
Subordinated Indenture are filed as exhibits to a previously filed Registration
Statement. Wherever particular provisions of an Indenture or terms defined
therein are referred to, such provisions or definitions are incorporated by
reference as a part of the statements made and the statements are qualified in
their entirety by such reference.
The Debt Securities to be issued pursuant to this Prospectus, comprised of
the Senior Securities and the Senior Subordinated Securities, are limited to an
aggregate initial offering price of $6,861,000,000 (or (i) if the principal of
the Debt Securities is denominated in a foreign currency, the equivalent thereof
at the time of offering, or (ii) if the Debt Securities are issued at an
original issue discount, such greater principal amount as shall result in an
aggregate initial offering price of $6,861,000,000). The Senior Indentures do
not limit the amount of Debt Securities or other unsecured Superior Indebtedness
which may be issued thereunder or limit the amount of subordinated debt, secured
or unsecured, which may be issued by the Corporation. Except as described herein
under "Description of Debt Securities--Certain Restrictive Provisions", the
Senior Subordinated Indentures do not limit the amount of Debt Securities or
other unsecured Senior Subordinated Indebtedness which may be issued thereunder
or limit the amount of Junior Subordinated Indebtedness, secured or unsecured,
which may be issued by the Corporation. Certain other agreements by which the
Corporation is bound relating to outstanding debt limit the amount of Senior
Subordinated Indebtedness the Corporation may issue. At March 31, 1996, under
the most restrictive of such provisions in any such agreement, the Corporation
could issue up to approximately $1.936 billion of Senior Subordinated
Indebtedness, of which approximately $300.0 million was issued and outstanding
as of March 31, 1996. The Debt Securities will be issued in fully registered
7
<PAGE>
form and, with regard to each issue of Offered Debt Securities in respect of
which this Prospectus is being delivered, in the manner and in the denominations
set forth in the accompanying Prospectus Supplement.
The Debt Securities may be issued in one or more series of Senior
Securities and/or one or more separate series of Senior Subordinated Securities,
in each case with the same or various maturities at par or at a discount.
Offered Debt Securities bearing no interest or interest at a rate which at the
time of issuance is below market rates ("Original Issue Discount Securities")
will be sold at a discount (which may be substantial) below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the Prospectus Supplement relating thereto.
Reference is made to the Prospectus Supplement for the following terms of
the Offered Debt Securities: (i) the designation, aggregate principal amount,
and authorized denominations of the Offered Debt Securities; (ii) the percentage
of their principal amount at which such Offered Debt Securities will be issued;
(iii) the date or dates on which the Offered Debt Securities will mature; (iv)
the rate or rates (which may be fixed or variable) per annum, if any, at which
the Offered Debt Securities will bear interest, or the method of determining
such rate or rates, or the original issue discount, if applicable; (v) the times
at which any such interest will be payable and the date from which any such
interest shall accrue; (vi) provisions for a sinking, purchase, or other
analogous fund, if any; (vii) any redemption terms; (viii) the designation of
the office or agency of the Corporation in the Borough of Manhattan, The City of
New York, where the Offered Debt Securities may be presented for payment and may
be transferred or exchanged by the registered holders thereof or by their
attorneys duly authorized in writing; (ix) if other than U.S. dollars, the
currency (including composite currencies) in which the principal of, premium, if
any, and/or interest on the Offered Debt Securities will be payable; (x) any
currency (including composite currencies) other than the stated currency of the
Offered Debt Securities in which the principal of, premium, if any, and/or
interest on the Offered Debt Securities may, at the election of the Corporation
or the holders, be payable, and the periods within which, and terms and
conditions upon which, such election may be made; (xi) if the amount of payments
of principal of, premium, if any, and/or interest on the Offered Debt Securities
may be determined with reference to an index, the manner in which such amounts
will be determined; (xii) whether the Offered Debt Securities are Senior
Securities or Senior Subordinated Securities, or include both; and (xiii) other
specific terms.
Principal, premium, if any, and interest, if any, less applicable
withholding taxes, if any, will be payable at the office or agency of the
Corporation maintained for such purpose in the Borough of Manhattan, The City of
New York, provided that payment of interest, if any, less applicable withholding
taxes, if any, may be made at the option of the Corporation by check mailed to
the address of the person entitled thereto as it appears on the register of the
Corporation. (Section 2.04.)
The Indentures provide that the Debt Securities will be transferable by the
registered holders thereof, or by their attorneys duly authorized in writing, at
the office or agency of the Corporation maintained for such purpose in such
cities as will be designated in the Prospectus Supplement, in the manner and
subject to the limitations provided in the Indentures, and upon surrender of the
Debt Securities. No service charge will be made for any registration of transfer
or exchange of the Debt Securities, but the Corporation may require payment of a
sum sufficient to cover any tax or other governmental charge in connection
therewith. (Section 2.06.)
"Indebtedness", when used in the definition of the terms "Superior
Indebtedness", "Senior Subordinated Indebtedness", and "Junior Subordinated
Indebtedness", means all obligations which in accordance with generally accepted
accounting principles should be classified as liabilities upon a balance sheet
and in any event includes all debt and other similar monetary obligations,
whether direct or guaranteed.
"Superior Indebtedness" means all Indebtedness of the Corporation that is
not by its terms subordinate or junior to any other indebtedness of the
Corporation. As discussed below, the Senior Securities constitute Superior
Indebtedness.
"Senior Subordinated Indebtedness" means all Indebtedness of the
Corporation that is subordinate only to Superior Indebtedness. As discussed
below, the Senior Subordinated Securities constitute Senior Subordinated
Indebtedness.
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"Junior Subordinated Indebtedness" means all Indebtedness of the
Corporation that is subordinate to both Superior Indebtedness and Senior
Subordinated Indebtedness.
Senior Securities
The Senior Securities will be direct, unsecured obligations of the
Corporation, and will constitute Superior Indebtedness issued on a parity with
the other Superior Indebtedness of the Corporation. At March 31, 1996,
approximately $15.25 billion of outstanding Superior Indebtedness was reflected
in the Corporation's consolidated unaudited balance sheet. The Senior Securities
will be senior to all Senior Subordinated Indebtedness, including the Senior
Subordinated Securities, which at March 31, 1996, totaled $300.0 million
outstanding, and Junior Subordinated Indebtedness, none of which was outstanding
at March 31, 1996. The subordination provisions applicable to the Senior
Subordinated Securities are discussed below under "Description of Debt
Securities--Senior Subordinated Securities".
Senior Subordinated Securities
The Senior Subordinated Securities will be direct, unsecured obligations of
the Corporation subordinated as to principal, premium, if any, and interest to
the prior payment in full of all Superior Indebtedness of the Corporation,
including the Senior Securities. In the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization, or similar proceedings or proceedings
for voluntary liquidation, dissolution, or other winding up of the Corporation,
whether or not involving insolvency or bankruptcy proceedings, the holders of
Superior Indebtedness will first be paid in full before any payment on account
of principal, premium, if any, or interest is made on the Senior Subordinated
Securities. An event of default under and/or acceleration of Superior
Indebtedness does not in itself result in the suspension of payments on Senior
Subordinated Securities. However, in the event the Senior Subordinated
Securities are declared due and payable before their expressed maturity because
of the occurrence of one of the events of default specified in the Senior
Subordinated Indentures, holders of the Senior Subordinated Securities will be
entitled to payment only after payment in full of Superior Indebtedness or
provision for such payment is made.
By reason of the foregoing subordination, in the event of insolvency,
holders of Superior Indebtedness may recover more, ratably, than the holders of
the Senior Subordinated Securities. The Senior Subordinated Securities are
intended to rank in all respects on a parity with all other Senior Subordinated
Indebtedness, including the Corporation's outstanding Senior Subordinated
Securities, and superior in right of payment to all Junior Subordinated
Indebtedness and all outstanding capital stock.
Senior Subordinated Securities of certain series may meet the requirements
necessary for such series to be considered "Tier II Capital" under the rules and
regulations of the Ministry of Finance of Japan and the risk-based capital
guidelines of the Federal Reserve Board. If it is intended that any series be
considered Tier II Capital, such series of the Senior Subordinated Securities
may provide that the maturity date of any such series so designated by the
Corporation in a supplement hereto will be subject to acceleration only in the
event of certain circumstances related to the insolvency of the Corporation.
Certain Restrictive Provisions
Except as set forth in the next sentence, no Indenture limits the amount of
other securities which may be issued by the Corporation or its subsidiaries, but
each contains a covenant that neither the Corporation nor any subsidiary will
create or incur any mortgage, pledge, or other lien on any of its properties,
except intercompany pledges from a subsidiary to the Corporation or to another
wholly-owned subsidiary of the Corporation; purchase money liens or liens
existing on properties hereafter acquired; liens on properties of subsidiaries
existing at the time of acquisition of the subsidiary; liens created in the
ordinary course of business by subsidiaries for money borrowed, if such
subsidiaries prior to becoming such had borrowed on a secured basis; liens
created in the ordinary course of business by subsidiaries operating outside the
territorial limits of the United States, if in the countries in which such liens
are created it is necessary or appropriate to borrow on a secured basis or to
deposit collateral to secure all or any of its obligations; renewals or
refundings of any of the foregoing; consensual liens in the ordinary course of
business that secure indebtedness which would not be included in total
liabilities as shown on the Corporation's consolidated balance sheet; sales of
securitized assets or property of the Corporation or its subsidiaries; liens
that secure certain other indebtedness which, in an aggregate principal amount
9
<PAGE>
then outstanding, does not exceed 10% of the Corporation's consolidated tangible
net worth; and certain other minor exceptions. (Section 6.04.) In addition, the
Senior Subordinated Indentures provide that the Corporation will not permit (i)
the aggregate amount of Senior Subordinated Indebtedness outstanding at any time
to exceed 100% of the aggregate amount of the par value of the capital stock
plus the surplus (including retained earnings) of the Corporation and its
consolidated subsidiaries or (ii) the aggregate amount of Senior Subordinated
Indebtedness and Junior Subordinated Indebtedness outstanding at any time to
exceed 150% of the aggregate amount of the par value of the capital stock plus
the surplus (including retained earnings) of the Corporation and its
consolidated subsidiaries. (Senior Subordinated Indenture Section 6.05.) Under
the more restrictive of such tests in the Senior Subordinated Indentures, as of
March 31, 1996, the Corporation could issue up to approximately $1.636 billion
of additional Senior Subordinated Indebtedness. For information as to
restrictions in other agreements on the Corporation's ability to issue Senior
Subordinated Indebtedness, see "Description of Debt Securities--General" above.
The holders of at least a majority in principal amount of the outstanding
Debt Securities of any series may, on behalf of the holders of all Debt
Securities of that series, waive, insofar as that series is concerned,
compliance by the Corporation with the foregoing restrictions. (Senior Indenture
Section 6.06, Senior Subordinated Indenture Section 6.07.)
Each Indenture provides that, subject to the restrictions described in the
first sentence of the first paragraph under this caption, nothing contained in
such Indenture will prevent the consolidation or merger of the Corporation with
or into any other corporation, or the merger into the Corporation of any other
corporation, or the sale by the Corporation of its property and assets as, or
substantially as, an entirety, or otherwise. Notwithstanding the foregoing: (i)
in the event of any such consolidation or merger in which the Corporation is not
the surviving corporation, the surviving corporation must succeed to and be
substituted for the Corporation and must expressly assume by an indenture
executed and delivered to the applicable Trustee, the due and punctual payment
of the principal of (and premium, if any) and interest, if any, on all Debt
Securities then outstanding and the performance and observance of every covenant
and condition of such Indenture which is required to be performed or observed by
the Corporation, and (ii) as a condition to any sale of the property and assets
of the Corporation as, or substantially as, an entirety, the corporation to
which such property and assets will be sold must (a) expressly assume, as part
of the purchase price thereof, the due and punctual payment of the principal of
(and premium, if any) and interest, if any, on all Debt Securities and the
performance and observance of every covenant and condition of such Indenture
which is required to be performed or observed by the Corporation, and (b)
simultaneously with the delivery to it of the conveyances or instruments of
transfer of such property and assets, execute and deliver to the applicable
Trustee a proper indenture in form satisfactory to such Trustee, pursuant to
which such purchasing corporation will assume the due and punctual payment of
the principal of (and premium, if any) and interest, if any, on all Debt
Securities then outstanding and the performance and observance of every covenant
and condition of such Indenture which is required to be performed or observed by
the Corporation, to the same extent that the Corporation is bound and liable.
(Senior Indenture Section 15.01, Senior Subordinated Indenture Section 16.01.)
Compliance by the Corporation with the foregoing restrictions may be waived by
or on behalf of the holders of the outstanding Debt Securities. For information
as to the modification of each Indenture, see "Description of Debt
Securities--Modification of Indenture" below.
Other than the foregoing restrictions, no Indenture contains covenants of
the Corporation or provisions which afford additional protection to holders of
outstanding Debt Securities in the event of a highly leveraged transaction
involving the Corporation.
Modification of Indenture
Each Indenture contains provisions permitting the Corporation and the
Trustee thereunder to add any provisions to or change in any manner or eliminate
any of the provisions of such Indenture or any indenture supplemental thereto or
to modify in any manner the rights of the holders of any series of Debt
Securities with the consent of the holders of not less than 66-2/3% in aggregate
principal amount of such series of Debt Securities at the time outstanding,
except that no such amendment or modification may (i) extend the fixed maturity
of any Debt Security, reduce the rate or extend the time of payment of interest
thereon, reduce the amount of the principal thereof, or premium, if any, payable
with respect thereto, or reduce the amount of an Original Issue Discount
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<PAGE>
Security payable upon the acceleration of the stated maturity thereof, without
the consent of the holder of such Debt Security, or (ii) reduce the aforesaid
percentage of any series of Debt Securities, the holders of which are required
to consent to any such amendment or modification, without the consent of the
holders of all the Debt Securities of such series then outstanding. (Section
14.02.)
Outstanding Debt Securities
In determining whether the holders of the requisite principal amount of
outstanding Debt Securities have given any request, demand, authorization,
direction, notice, consent, or waiver under any Indenture, (i) the principal
amount of an Original Issue Discount Security that will be deemed to be
outstanding for such purposes will be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof upon an event of default and (ii) the
principal amount of a Debt Security denominated in a foreign currency or
currencies will be the U.S. dollar equivalent, determined on the date of
original issuance of such Debt Security, of the principal amount. (Section
1.02.)
Events of Default
Each Indenture defines an "event of default" with respect to any series of
Debt Securities as being any one of the following events and such other events
as may be established for the Debt Securities of a particular series: (i)
default for thirty days in any payment of interest on such series; (ii) default
in any payment of principal of, and premium, if any, on such series when due;
(iii) default in the payment of any sinking fund installment of such series when
due; (iv) default for thirty days after appropriate notice in performance of any
other covenant in such Indenture (other than a covenant included in the
Indenture solely for the benefit of another series of Debt Securities); (v)
certain events in bankruptcy, insolvency, or reorganization; or (vi) default in
the payment of any installment of interest on any evidence of indebtedness of,
or assumed or guaranteed by, the Corporation (other than indebtedness
subordinated to such series), or in the payment of any principal of any such
evidence of indebtedness, and with respect to which any period of grace shall
have expired, after appropriate notice. (Section 7.01.) Each Indenture provides
that the Trustee may withhold notice of any default (except in the payment of
principal of, premium, if any, or interest, if any, on any series of Debt
Securities) if it considers such withholding in the interests of the holders of
such series of Debt Securities issued thereunder. (Section 11.03.)
Except as set forth below, each Indenture provides that the Trustee
thereunder or the holders of not less than 25% in principal amount of any series
of Debt Securities then outstanding may declare the principal of all Debt
Securities of such series to be due and payable on an event of default. (Section
7.02.) Notwithstanding the foregoing, any series of Senior Subordinated
Securities which will be considered "Tier II" may provide that the Senior
Subordinated Trustee or the holders of at least 25% in aggregate principal
amount of the Senior Subordinated Securities of that series which are then
outstanding may declare the principal of all Senior Subordinated Securities of
that series to be due and payable immediately only if an event of default
pursuant to (v) above shall have occurred and be continuing. Any such series
will be designated by the Corporation in a supplement hereto.
Reference is made to the Prospectus Supplement relating to any series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an event of default and the continuation thereof.
Within 120 days after the close of each fiscal year, the Corporation must
file with each Trustee a statement, signed by specified officers, stating
whether or not such officers have knowledge of any default, and, if so,
specifying each such default, the nature thereof and what action, if any, has
been taken to cure such default. (Senior Indenture Section 6.05, Senior
Subordinated Indenture Section 6.06.)
Subject to provisions relating to its duties in case of default, no Trustee
is under any obligation to exercise any of its rights or powers thereunder at
the request, order, or direction of any holders of any series of Debt
Securities, unless such holders shall have offered to such Trustee reasonable
indemnity. (Section 11.01.) Subject to such provisions for indemnification, the
11
<PAGE>
holders of a majority in principal amount of any series of Debt Securities
outstanding may direct the time, method, and place of conducting any proceeding
for any remedy available to the Trustee thereunder, or of exercising any trust
or power conferred upon such Trustee. (Section 7.08.)
Defeasance of the Indenture and Debt Securities
The Corporation at any time may satisfy its obligations with respect to
payments of principal of the Debt Securities, and premium, if any, and interest,
if any, on the Debt Securities of any series by irrevocably depositing in trust
with the Trustee money or U.S. Government Obligations (as defined in the
Indenture) or a combination thereof sufficient to make such payments when due.
If such deposit is sufficient, as verified by a written report of a nationally
recognized, independent public accounting firm, to make all payments of (i)
interest, if any, on the Debt Securities of such series prior to and on their
redemption or maturity, as the case may be, and (ii) principal of the Debt
Securities, and premium, if any, on the Debt Securities of such series when due
upon redemption or at the designated maturity date, as the case may be, then all
the obligations of the Corporation with respect to the Debt Securities of such
series and the Indenture insofar as it relates to the Debt Securities of such
series will be satisfied and discharged (except as otherwise provided in the
Indenture). In the event of any such defeasance, holders of the Debt Securities
of such series would be able to look only to such trust fund for payment of
principal of, premium, if any, and interest, if any, on the Debt Securities of
such series until the designated maturity date or redemption. (Sections 12.01,
12.02 and 12.03)
Such a trust may only be established if, among other things, (i) the
Corporation has obtained an opinion of legal counsel (which may be based on a
ruling from, or published by, the Internal Revenue Service) to the effect that
holders of the Debt Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred and (ii) at that time, with
respect to any series of Debt Securities then listed on The New York Stock
Exchange, the rules of The New York Stock Exchange do not prohibit such deposit
with the Trustee.
Information Concerning the Trustees
The Corporation from time to time may borrow from each of the Trustees, and
the Corporation and certain of its subsidiaries maintain deposit accounts and
conduct other banking transactions with some of the Trustees. A Trustee under a
Senior Indenture or a Senior Subordinated Indenture may act as trustee under any
of the Corporation's other indentures.
One of the Senior Trustees, The Chase Manhattan Bank (National Association)
("TCMB"), is an affiliate of CMC, which owns, through CBC Holding, a twenty
percent (20%) common stock interest in the Corporation. See "The Corporation".
In its Form T-1 Statement of Eligibility to act as Trustee, filed with the
Registration Statement of which this Prospectus is a part, TCMB has asserted
that it is not a person directly or indirectly controlling, controlled by or
under common control with the Corporation. Also therein, TCMB has disclaimed the
existence of any admissions of control. Accordingly, TCMB has deemed itself
qualified to continue acting as Senior Trustee under its Senior Indenture with
the Corporation.
PLAN OF DISTRIBUTION
The Corporation may sell the Debt Securities being offered hereby (i)
directly to purchasers, (ii) through agents, (iii) to dealers, or (iv) through
an underwriter or a group of underwriters.
Offers to purchase Offered Debt Securities may be solicited directly by the
Corporation or by agents designated by the Corporation from time to time. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a best efforts basis for the period of its appointment (ordinarily five
business days or less). Agents may be entitled under agreements which may be
entered into with the Corporation to indemnification by the Corporation against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act").
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If a dealer is utilized in the sale of the Offered Debt Securities in
respect of which this Prospectus is delivered, the Corporation will sell such
Offered Debt Securities to the dealer, as principal. The dealer may then resell
such Offered Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale. Dealers may be entitled under agreements
which may be entered into with the Corporation to indemnification by the
Corporation against certain civil liabilities, including liabilities under the
Securities Act.
If an underwriter or underwriters are utilized in the sale, the Corporation
may enter into an arrangement with such underwriters at the time of sale to them
providing for their indemnification against certain liabilities, including
liabilities under the Securities Act. The names of the underwriters and the
terms of the transaction will be set forth in the Prospectus Supplement which is
intended for use by the underwriters to make resales of the Offered Debt
Securities in respect of which this Prospectus is delivered to the public.
If an affiliate or subsidiary of the Corporation participates in the offer
and sale of the Debt Securities, such participation will comply with the
requirements of Schedule E of the By-Laws of the National Association of
Securities Dealers, Inc. regarding the underwriting of securities of an
affiliate.
The underwriters, dealers, and agents may be deemed to be underwriters and
any discounts, commissions, or concessions received by them from the Corporation
or any profit on the resale of Offered Debt Securities by them may be deemed to
be underwriting discounts and commissions under the Securities Act. Any such
person who may be deemed to be an underwriter and any such compensation received
from the Corporation will be described in the Prospectus Supplement.
Underwriters, dealers, and agents may be customers of, engage in transactions
with, or perform services for the Corporation in the ordinary course of
business.
If so indicated in the Prospectus Supplement, the Corporation will
authorize underwriters and agents to solicit offers by certain institutions to
purchase Offered Debt Securities from the Corporation at the public offering
price set forth in the Prospectus Supplement pursuant to Delayed Delivery
Contracts ("Contracts") providing for payment and delivery on the date stated in
the Prospectus Supplement. Each Contract will be for an amount not less than,
and unless the Corporation otherwise agrees the aggregate principal amount of
Offered Debt Securities sold pursuant to Contracts will be not less nor more
than, the respective amounts stated in the Prospectus Supplement. Institutions
with whom Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions, but shall in all cases be
subject to the approval of the Corporation. Contracts will not be subject to any
conditions except that the purchase by an institution of the Offered Debt
Securities covered by its Contract must not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which such
institution is subject. A commission indicated in the Prospectus Supplement will
be granted to underwriters and agents soliciting purchases of Offered Debt
Securities pursuant to Contracts accepted by the Corporation. Underwriters and
agents will have no responsibility in respect of the delivery or performance of
Contracts.
The place and time of delivery for the Offered Debt Securities in respect
of which this Prospectus is delivered will be set forth in the Prospectus
Supplement.
EXPERTS
The financial statements listed under the heading "Exhibits, Financial
Statement Schedule and Reports on Form 8-K" in the Corporation's 1995 Annual
Report on Form 10-K have been incorporated by reference herein in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
also incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing. The report of KPMG Peat Marwick LLP refers
to a change in the method of accounting for postretirement benefits other than
pensions in 1993.
LEGAL OPINIONS
The legality of the Debt Securities to which this Prospectus relates has
been passed upon for the Corporation by Schulte Roth & Zabel, 900 Third Avenue,
New York, New York 10022. Paul N. Roth, a director of the Corporation, is a
partner of Schulte Roth & Zabel.
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No salesman or any other person has been authorized by the Corporation or any
dealer, agent, or underwriter to give any information or to make any
representation, other than as contained in this Prospectus or the documents
incorporated by reference, in connection with the offer contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon. This Prospectus does not constitute any offer by any dealer, agent
or underwriter to sell, or a solicitation of an offer to buy, securities in any
state to any person to whom it is unlawful for such dealer, agent or underwriter
to make such offer or solicitation in such state. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Corporation
and its subsidiaries since the date of the information contained herein.
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TABLE OF CONTENTS
Page
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Available Information ..................................................... 2
Documents Incorporated by Reference ....................................... 2
The Corporation ........................................................... 3
Summary of Financial Information .......................................... 6
Use of Proceeds ........................................................... 7
Description of Debt Securities ............................................ 7
Plan of Distribution ...................................................... 12
Experts ................................................................... 13
Legal Opinions ............................................................ 13
================================================================================
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[LOGO}
The CIT Group
The CIT Group
Holdings, Inc.
Debt Securities
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PROSPECTUS
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, 1996
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<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS.
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses payable by the Registrant in
connection with the issuance and distribution of the securities being
registered. All the amounts shown are estimates, except for the registration
fee.
Registration fee..................................... $ 344,830
Fees and expenses of accountants..................... 90,000
Fees and expenses of counsel......................... 450,000
Fees and expenses of Trustees and paying
and authenticating agents......................... 225,000
Printing and engraving expenses...................... 150,000
Rating Agencies...................................... 600,000
Blue Sky fees and expenses........................... 22,500
Miscellaneous........................................ 11,250
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Total...................................... $1,893,580
==========
Item 15. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law of Delaware
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation except that no indemnification may be made in
respect of any claim, issue, or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee, or agent of a corporation has been successful in the defense of any
action, suit, or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and empowers the corporation to purchase and maintain insurance on
behalf of any person acting in any of the capacities set forth in the second
preceding paragraph against any liability asserted against him or incurred by
him in any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.
II-1
<PAGE>
Article X of the By-laws of the Registrant provides, in effect, that, in
addition to any rights afforded to an officer, director or employee of the
Registrant by contract or operation of law, the Registrant may indemnify any
person who is or was a director, officer, employee, or agent of the Registrant,
or of any other corporation which he served at the request of the Registrant,
against any and all liability and reasonable expense incurred by him in
connection with or resulting from any claim, action, suit, or proceeding
(whether brought by or in the right of the Registrant or such other corporation
or otherwise), civil or criminal, in which he may have become involved, as a
party or otherwise, by reason of his being or having been such director,
officer, employee, or agent of the Registrant or such other corporation, whether
or not he continues to be such at the time such liability or expense is
incurred, provided that such person acted in good faith and in what he
reasonably believed to be the best interests of the Registrant or such other
corporation, and, in connection with any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Article X further provides that any person who is or was a director,
officer, employee, or agent of the Corporation or any direct or indirect
wholly-owned subsidiary of the Registrant shall be entitled to indemnification
as a matter of right if he has been wholly successful, on the merits or
otherwise, with respect to any claim, action, suit, or proceeding of the type
described in the foregoing paragraph.
In addition, the Registrant maintains directors' and officers'
reimbursement and liability insurance pursuant to standard form policies with
aggregate limits of $90,000,000. The risks covered by such policies do not
exclude liabilities under the Securities Act of 1933.
Item 16. Exhibits.
c1.1 --Form of Underwriting Agreement.
e1.2 --Form of Selling Agency Agreement.
a4.1a --Proposed form of Debt Securities (Note).
a4.1b --Proposed form of Debt Securities (Debenture).
a4.1c --Proposed form of Debt Securities (Deep Discount Debenture).
a4.1d --Proposed form of Debt Securities (Zero Coupon Debenture).
a4.1e --Proposed form of Debt Securities (Extendible Note).
b4.1f --Proposed form of Debt Securities (Floating Rate Renewable
Note).
b4.1g --Proposed form of Debt Securities (Floating Rate Note).
d4.1h --Proposed form of Debt Securities (Medium-Term Senior Fixed
Rate Note).
d4.1i --Proposed form of Debt Securities (Medium-Term Senior
Floating Rate Note).
d4.1j --Proposed form of Debt Securities (Medium-Term Senior
Subordinated Fixed Rate Note).
d4.1k --Proposed form of Debt Securities (Medium-Term Senior
Subordinated Floating Rate Note).
f4.2a --Form of Global Indenture between the Registrant and each
Senior Trustee.
f4.2b --Form of Global Indenture between the Registrant and each
Senior Subordinated Trustee.
f4.2c --Standard Multiple-Series Indenture Provisions Dated as of
May 1, 1994.
g5 --Opinion of Schulte Roth & Zabel in respect of the legality
of the Debt Securities registered hereunder, containing the
consent of such counsel.
II-2
<PAGE>
Item 16. Exhibits. (continued)
g12 --Computation of Ratios of Earnings to Fixed Charges.
g23.1 --Consent of KPMG Peat Marwick LLP.
g23.2 --Consent of Counsel. The consent of Schulte Roth & Zabel is
included in its opinion filed herewith as Exhibit 5 to this
Registration Statement.
g24.1 --Powers of Attorney.
g24.2 --Board Resolutions.
g25.1 --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Bank of New York.
g25.2 --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Chase Manhattan Bank (National
Association).
g25.3 --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The First National Bank of Chicago.
g25.4 --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Harris Trust and Savings Bank.
g25.5 --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Citibank, N.A.
g25.6 --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Mellon Bank, N.A., as successor to Society
National Bank.
- - - ----------
a Incorporated by reference to Registration Statement No. 2-93960 on Form S-3
filed October 25, 1984.
b Incorporated by reference to Registration Statement No. 33-30047 on Form S-3
filed July 24, 1989.
c Incorporated by reference to Registration Statement No. 33-37189 on Form S-3
filed October 5, 1990.
d Incorporated by reference to the Registrant's Current Report on Form 8-K
dated July 21, 1992.
e Incorporated by reference to Registration Statement No. 33-58418 on Form S-3
filed February 16, 1993.
f Incorporated by reference to Amendment No. 1 to Registration Statement No.
33-52685 on Form S-3 filed May 3, 1994.
g Filed herewith.
II-3
<PAGE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim of indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes (1) to use its best efforts to
distribute prior to the opening of bids, to prospective bidders, underwriters,
and dealers, a reasonable number of copies of a prospectus which at the time
meets the requirements of Section 10(a) of the Securities Act, and relating to
the securities offered at competitive bidding, as contained in the registration
statement, together with any supplements thereto, and (2) to file an amendment
to the registration statement reflecting the results of bidding, the terms of
the reoffering and related matters to the extent required by the applicable
form, not later than the first use, authorized by the issuer after the opening
of bids, of a prospectus relating to the securities offered at competitive
bidding, unless no further public offering of such securities by the issuer and
no reoffering of such securities by the purchasers is proposed to be made.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of Livingston and State of New Jersey, on the 6th day
of May, 1996.
THE CIT GROUP HOLDINGS, INC.
By /s/ ERNEST D. STEIN
---------------------------------------
Ernest D. Stein
Executive Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No.1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature and Title Date
........................... ----
<S> <C> <C>
ALBERT R. GAMPER, JR.*
..........................................................
Albert R. Gamper, Jr.
President, Chief Executive Officer, and Director
(principal executive officer)
TAKASUKE KANEKO*
..........................................................
Takasuke Kaneko
Director
HISAO KOBAYASHI*
..........................................................
Hisao Kobayashi
Director
KENJI NAKAMURA*
..........................................................
Kenji Nakmura
Director
JOSEPH A. POLLICINO*
..........................................................
Joseph A. Pollicino *By /s/ ERNEST D. STEIN
Director -------------------- May 6, 1996
Ernest D. Stein
PAUL N. ROTH* Attorney-in-fact
...........................................................
Paul N. Roth
Director
PETER J. TOBIN*
...........................................................
Peter J. Tobin
Director
KEIJI TORII*
...........................................................
Keiji Torii
Director
YASUO TSUNEMI*
..........................................................
Yasuo Tsunemi
Director
YUKIHARU UNO*
...........................................................
Yukiharu Uno
Director
JOSEPH M. LEONE
.......................................................... May 6, 1996
Joseph M. Leone
Executive Vice President and Chief Financial Officer
(principal financial and accounting officer)
</TABLE>
Original powers of attorney authorizing Albert R. Gamper, Jr., Ernest D.
Stein, and Donald J. Rapson and each of them to sign this Registration Statement
and amendments hereto on behalf of the directors and officers of the Registrant
indicated above are held by the Registrant and available for examination
pursuant to Item 302(b) of Regulation S-T.
II-5
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
------ ------- -------------
c1.1 --Form of Underwriting Agreement.
e1.2 --Form of Selling Agency Agreement.
a4.1a --Proposed form of Debt Securities (Note).
a4.1b --Proposed form of Debt Securities (Debenture).
a4.1c --Proposed form of Debt Securities (Deep Discount
Debenture).
a4.1d --Proposed form of Debt Securities (Zero Coupon
Debenture).
a4.1e --Proposed form of Debt Securities (Extendible Note).
b4.1f --Proposed form of Debt Securities (Floating Rate
Renewable Note).
b4.1g --Proposed form of Debt Securities (Floating Rate Note).
d4.1h --Proposed form of Debt Securities (Medium-Term Senior
Fixed Rate Note).
d4.1i --Proposed form of Debt Securities (Medium-Term Senior
Floating Rate Note).
d4.1j --Proposed form of Debt Securities (Medium-Term Senior
Subordinated Fixed Rate Note).
d4.1k --Proposed form of Debt Securities (Medium-Term Senior
Subordinated Floating Rate Note).
f4.2a --Form of Global Indenture between the Registrant and
each Senior Trustee.
f4.2b --Form of Global Indenture between the Registrant and
each Senior Subordinated Trustee.
f4.2c --Standard Multiple-Series Indenture Provisions Dated as
of May 1, 1994.
g5 --Opinion of Schulte Roth & Zabel in respect of the
legality of the Debt Securities registered hereunder,
containing the consent of such counsel.
g12 --Computation of Ratios of Earnings to Fixed Charges.
g23.1 --Consent of KPMG Peat Marwick LLP.
g23.2 --Consent of Counsel. The consent of Schulte Roth & Zabel
is included in its opinion filed herewith as Exhibit 5
to this Registration Statement.
g24.1 --Powers of Attorney.
g24.2 --Board Resolutions.
g25.1 --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Bank of New York.
g25.2 --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Chase Manhattan Bank (National
Association).
g25.3 --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The First National Bank of Chicago.
g25.4 --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Harris Trust and Savings Bank.
g25.5 --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Citibank, N.A.
g25.6 --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Mellon Bank, N.A., as successor to Society
National Bank.
- - - ----------
a Incorporated by reference to Registration Statement No. 2-93960 on Form S-3
filed October 25, 1984.
b Incorporated by reference to Registration Statement No. 33-30047 on Form S-3
filed July 24, 1989.
c Incorporated by reference to Registration Statement No. 33-37189 on Form S-3
filed October 5, 1990.
d Incorporated by reference to the Registrant's Current Report on Form 8-K
dated July 21, 1992.
e Incorporated by reference to Registration Statement No. 33-58418 on Form S-3
filed February 16, 1993.
f Incorporated by reference to Amendment No. 1 to Registration Statement
33-52685 on Form S-3 filed May 3, 1994.
g Filed herewith.
May 6, 1996
The CIT Group Holdings, Inc.
1211 Avenue of the Americas
New York, New York 10036
Ladies and Gentlemen:
We are special counsel to The CIT Group Holdings, Inc., a Delaware
corporation (the "Corporation"), in connection with (a) Amendment No. 1 to the
Registration Statement on Form S-3 of the Corporation covering $6,861,000,000
aggregate principal amount of the Corporation's senior/senior subordinated debt
securities (the "Debt Securities"), which is being filed with the Securities and
Exchange Commission (the "Commission") on the date hereof; (b) Post-Effective
Amendment No. 2, which is being filed with the Commission on the date hereof, to
the Corporation's Registration Statement on Form S-3 (File No. 33-58107), which
was declared effective by the Commission on March 24, 1995, as amended by
Post-Effective Amendment No. 1; and (c) Post-Effective Amendment No. 7, which is
being filed with the Commission on the date hereof, to the Corporation's
Registration Statement on Form S-3 (File No. 33-58418), which was declared
effective by the Commission on March 15, 1993, as amended by Post-Effective
Amendment Nos. 1, 2, 3, 4, 5 and 6 (each, as so amended, a "Registration
Statement"), relating to the issuance from and after the date hereof of up to
$6,861,000,000 in aggregate principal amount of the Debt Securities pursuant to
the following indentures (each, an "Indenture"): (i) the Indenture dated as of
May 1, 1994, between the Corporation and The Chase Manhattan Bank (National
Association), as Trustee; (ii) the Indenture dated as of May 1, 1994, between
the Corporation and The First National Bank of Chicago, as Trustee; (iii) the
Indenture dated as of May 1, 1994, between the Corporation and Harris Trust and
Savings Bank, as Trustee; (iv) the Indenture dated as of May 1, 1994, between
the Corporation and The Bank of New York, as Trustee; (v) the Indenture dated as
of May 1, 1994, between the Corporation and Citibank, N.A., as Trustee; (vi) the
Indenture dated as of May 1, 1994, between the Corporation and Mellon Bank,
N.A., as successor to Society National Bank, as Trustee; and (vii) the Indenture
dated as of May 1, 1994, between the Corporation and The Bank of New York, as
Senior Subordinated Trustee.
<PAGE>
The CIT Group Holdings, Inc.
May 6, 1996
Page 2
In this capacity, we have examined signed copies of each Registration
Statement and originals, telecopies or copies, certified or otherwise identified
to our satisfaction, of such records of the Corporation and all such agreements,
certificates of public officials, certificates of officers or representatives of
the Corporation and others, and such other documents, certificates and corporate
or other records as we have deemed necessary or appropriate as a basis for this
opinion. As to all matters of fact (including, without limitation, matters of
fact set forth in this opinion), we have relied upon and assumed the accuracy of
statements and representations of officers and other representatives of the
Corporation and others. In our examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons signing or delivering any
instrument, the authority of all persons signing each Registration Statement,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. We have also assumed that each Indenture has been duly authorized,
executed and delivered by the trustee named therein and constitutes a valid and
binding agreement of such trustee.
We are attorneys admitted to practice in the State of New York and the
opinion set forth above is limited to the laws of the State of New York and the
Delaware General Corporation Law. Paul N. Roth, a member of this firm, is a
director of the Corporation.
Based upon the foregoing, having regard for such legal considerations as we
deem relevant, we are of the opinion that the Debt Securities have been duly
authorized and, when duly executed by the Corporation and authenticated in
accordance with the terms of an Indenture and issued and delivered in accordance
with the terms of such Indenture against payment therefor as contemplated by the
applicable Registration Statement, will constitute valid and binding obligations
of the Corporation.
<PAGE>
The CIT Group Holdings, Inc.
May 6, 1996
Page 3
We hereby consent to the filing of this opinion as an exhibit to each
Registration Statement and to the reference to this firm appearing under the
heading "Legal Opinions" in each Registration Statement and the Prospectus which
forms a part of each Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the General Rules
and Regulations of the Commission thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel
Exhibit 12
THE CIT GROUP HOLDINGS, INC. AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Three Months Ended
March 31, Years Ended December 31,
-------------------- ------------------------------
1996 1995 1995 1994 1993
---- ---- ---- ---- ----
Dollar Amounts in Millions
<S> <C> <C> <C> <C> <C>
Net income .......................................... $59.8 $52.8 $225.3 $201.1 $182.3
Provision for income taxes .......................... 37.1 31.7 139.8 123.9 128.5
----- ----- ----- ----- -----
Earnings before provision for income taxes .......... 96.9 84.5 365.1 325.0 310.8
----- ----- ----- ----- -----
Fixed Charges:
Interest and debt expenses on indebtedness ........ 207.2 199.2 831.5 614.0 508.0
Interest factor--one third of rentals
on real and personal properties ................. 1.9 1.8 7.9 7.9 8.0
----- ----- ----- ----- -----
Total fixed charges ........................... 209.1 201.0 839.4 621.9 516.0
----- ----- ----- ----- -----
Total earnings before provisions for income taxes
and fixed charges ............................... $306.0 $285.5 $1,204.5 $946.9 $826.8
====== ====== ======== ====== ======
Ratios of Earnings to Fixed Charges.................. 1.46 1.42 1.44 1.52 1.60
</TABLE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The CIT Group Holdings, Inc.:
We consent to the use of our report dated January 18, 1996, relating to the
consolidated balance sheets of The CIT Group Holdings, Inc. and subsidiaries as
of December 31, 1995 and 1994, and the related consolidated statements of
income, changes in stockholders' equity, and cash flows for each of the years in
the three-year period ended December 31, 1995 incorporated by reference in
Amendment No. 1 to Registration Statement No. 33-64309 on Form S-3 of The CIT
Group Holdings, Inc., which report appears in the December 31, 1995 Annual
Report on Form 10-K of The CIT Group Holdings, Inc., and to the reference to our
firm under the heading "Experts" in Amendment No. 1 to Registration Statement
No. 33-64309.
Our report on the consolidated financial statements refers to a change in
the method of accounting for postretirement benefits other than pensions in
1993.
KPMG Peat Marwick LLP
Short Hills, New Jersey
May 6, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$1,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $1,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 4th
day of April, 1996.
/s/ALBERT R. GAMPER, JR.
--------------------------------
Albert R. Gamper, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$1,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $1,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 4th
day of April, 1996.
/s/TAKASUKE KANEKO
--------------------------------
Takasuke Kaneko
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$1,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $1,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 4th
day of April, 1996.
/s/KEIJI TORII
--------------------------------
Keiji Torii
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$1,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $1,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 4th
day of April, 1996.
/s/HISAO KOBAYASHI
--------------------------------
Hisao Kobayashi
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$1,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $1,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 4th
day of April, 1996.
/s/JOSEPH A. POLLICINO
--------------------------------
Joseph A. Pollicino
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$1,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $1,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 4th
day of April, 1996.
/s/PAUL N. ROTH
--------------------------------
Paul N. Roth
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$1,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $1,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 4th
day of April, 1996.
/s/KENJI NAKAMURA
--------------------------------
Kenji Nakamura
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$1,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $1,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 4th
day of April, 1996.
/s/PETER J. TOBIN
--------------------------------
Peter J. Tobin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$1,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $1,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 1st
day of May, 1996.
/s/YASUO TSUNEMI
--------------------------------
Yasuo Tsunemi
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$1,000,000,000 aggregate principal amount, or if issued at an original discount,
such greater principal amount as shall result in an aggregate initial public
offering price of $1,000,000,000 (all in United States dollars or an equivalent
amount in another currency or composite currency), hereby constitutes and
appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 1st
day of May, 1996.
/s/YUKIHARU UNO
--------------------------------
Yukiharu Uno
THE CIT GROUP HOLDINGS, INC.
CERTIFIED RESOLUTIONS
I, Ernest D. Stein, hereby certify that I am the Secretary and the official
custodian of certain records including the Certificate of Incorporation,
By-Laws, and minutes of the meetings of the Board of Directors of THE CIT GROUP
HOLDINGS, INC., a Delaware corporation, and that the following is a true,
accurate, and compared copy of resolutions of the Board of Directors of THE CIT
GROUP HOLDINGS, INC. duly adopted by unanimous written consent dated April 4,
1996, and that such resolutions have not been revoked, annulled or amended in
any manner whatsoever:
WHEREAS, The CIT Group Holdings, Inc. (the "Corporation") desires to obtain
financing in public debt markets and in that connection desires to authorize
Albert R. Gamper, Jr., Ernest D. Stein, and Donald J. Rapson, and each of them,
to sign, on behalf of the Corporation and certain of its directors and officers
a registration statement on Form S-3, and any amendments thereto, for the
registration of debt securities of the Corporation under the Securities Act of
1933, as amended (the "Securities Act"), under such terms and conditions to be
determined by the Executive Committee of the Board of Directors of the
Corporation (the "Executive Committee"), which terms and conditions may be
amended from time to time; and
NOW, THEREFORE, BE IT:
RESOLVED, that the Corporation deems it advisable and in the best
interest of the Corporation for the Corporation to be in a position to
obtain additional financing from time to time by means of an offering of up
to $1,000,000,000 aggregate principal amount or, if issued at an original
issue discount, such greater principal amount as shall result in an
aggregate initial public offering price of $1,000,000,000 (all in United
States dollars or an equivalent amount in another currency or composite
currency) to be made (i) directly to purchasers, (ii) through agents
designated from time to time, (iii) through underwriters or a group of
underwriters represented by one or more particular underwriter(s), or (iv)
to dealers, from and after the date hereof on a continuing basis (such
issue of debt securities or any series thereof being hereinafter sometimes
referred to in these resolutions as the "Debt Securities") under such terms
and conditions, which may be amended from time to time, as the Executive
Committee shall determine; and
RESOLVED FURTHER, that the proper officers of the Corporation be, and
they hereby are, authorized to proceed with the preparation of a
registration statement on Form S-3 (such registration statement being
hereinafter referred to in these resolutions as the "Registration
Statement") for the registration under the Securities Act of any or all of
the Debt Securities for sale, and to proceed with such financing at such
time, if at all, within such period as the Executive Committee shall deem
appropriate; and
RESOLVED FURTHER, that Albert R. Gamper, Jr., Ernest D. Stein, and
Donald J. Rapson be, and each of them with full power to act with or
without the others hereby is, authorized to sign the Registration Statement
covering the registration under the Securities Act of the Debt Securities
and any and all amendments (including post-effective amendments) to the
Registration Statement, on behalf of and as true and lawful
attorney-in-fact or attorneys-in-fact for the Corporation and on behalf of
and as true and lawful attorney-in-fact or attorneys-in-fact for the Chief
Executive Officer and/or the Chief Financial Officer and/or the Chief
<PAGE>
Accounting Officer and/or other officers of the Corporation, including,
without limitation, the Chairman and/or the Vice Chairman and/or the
President and/or each Senior Executive Vice President and/or each Executive
Vice President and/or each Senior Vice President and/or each Vice President
and/or the Treasurer and/or the Secretary and/or the Assistant Secretary
(in attestation of the corporate seal of the Corporation or otherwise).
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of The
CIT Group Holdings, Inc. this 6th day of May, 1996.
[SEAL] /s/ERNEST D. STEIN
--------------------------
Secretary
-2-
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
----------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------------------
THE CIT GROUP HOLDINGS, INC.
(Exact name of obligor as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1211 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices) (Zip code)
----------------------
Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
- - - --------------------------------------------------------------------------------
Name Address
- - - --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 3.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the
Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
-2-
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
- 3 -
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 3rd day of May, 1996.
THE BANK OF NEW YORK
By: /S/PAUL J. SCHMALZEL
----------------------------------
Name: PAUL J. SCHMALZEL
Title: ASSISTANT TREASURER
-4-
<PAGE>
Exhibit 7
- - - --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1995, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 4,500,312
Interest-bearing balances .......... 643,938
Securities:
Held-to-maturity securities ........ 806,221
Available-for-sale securities ...... 2,036,768
Federal funds sold and securities
purchased under agreements to resell
in domestic offices of the bank:
Federal funds sold ................... 4,166,720
Securities purchased under agreements
to resell........................... 50,413
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................27,068,535
LESS: Allowance for loan and
lease losses ..............520,024
LESS: Allocated transfer risk
reserve......................1,000
Loans and leases, net of unearned
income and allowance, and reserve 26,547,511
Assets held in trading accounts ...... 758,462
Premises and fixed assets (including
capitalized leases) ................ 615,330
Other real estate owned .............. 63,769
Investments in unconsolidated
subsidiaries and associated
companies .......................... 223,174
Customers' liability to this bank on
acceptances outstanding ............ 900,795
Intangible assets .................... 212,220
Other assets ......................... 1,186,274
-----------
Total assets ......................... $42,711,907
===========
LIABILITIES
Deposits:
In domestic offices ................ $21,248,127
Noninterest-bearing .......9,172,079
Interest-bearing .........12,076,048
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 9,535,088
Noninterest-bearing ..........64,417
Interest-bearing ......... 9,470,671
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 2,095,668
Securities sold under agreements
to repurchase .................... 69,212
Demand notes issued to the U.S.
Treasury ........................... 107,340
Trading liabilities .................. 615,718
Other borrowed money:
With original maturity of one year
or less .......................... 1,638,744
With original maturity of more than
one year ......................... 120,863
Bank's liability on acceptances exe-
cuted and outstanding .............. 909,527
Subordinated notes and debentures .... 1,047,860
Other liabilities .................... 1,836,573
Total liabilities .................... 39,224,720
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 1,995,316
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ 29,668
Cumulative foreign currency transla-
tion adjustments .................. ( 5,747)
-----------
Total equity capital ................ 3,487,187
-----------
Total liabilities and equity
capital ........................... $42,711,907
===========
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacot
Thomas A. Renyi Directors
Alan R. Griffith
- - - --------------------------------------------------------------------------------
Securities Act of 1933 File No. _________
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305(b)(2))
- - - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)___________
------------------
THE CHASE MANHATTAN BANK
(National Association)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 Chase Manhattan Plaza, New York, New York
(Address of principal executive offices)
10081
(Zip Code)
----------------
THE CIT GROUP HOLDINGS, INC.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
13-2994534
(I.R.S. Employer Identification No.)
1211 Avenue of the Americas
New York, New York
(Address of principal executive offices)
10036
(Zip Code)
----------------------------------
Debt Securities
(Title of the indenture securities)
- - - --------------------------------------------------------------------------------
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control with
the obligor. The trustee is a wholly-owned subsidiary of The Chase
Manhattan Corporation. The Chase Manhattan Corporation also owns CBC
Holding (Delaware) Inc. ("Holdings"), which in turn owns a minority
interest (20%) of the common stock of the obligor and has the
contractual right to appoint one of the ten directors of the obligor.
Neither Holdings nor its parent is in a position to control the
obligor or to direct the management or policies of the obligor.
Accordingly, the trustee is not a person directly or indirectly
controlling, controlled by or under common control with the obligor
and the trustee and its affiliates disclaim the existence of any
admissions of control.
(See Note on Page 2.)
Item 16. List of Exhibits.
List below all exhibits filed as a part of this statement of eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect. (See Exhibit T-1 (Item 12), Registration No. 33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan Bank
(National Association) and The Chase Bank of New York (National
Association) to commence business and a copy of approval of merger
of said corporations, all of which documents are still in effect.
(See Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437.)
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1
(Item 12(a)), Registration No. 33-28806.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor is in
default. (Not applicable.)
*6. -- The consents of United States institutional trustees required by
Section 321(b) of the Act. (See Exhibit T-1 (Item 12), Registration
No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
- - - -------------------
*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange Commission, to which
there have been no amendments or changes.
-----------
1
<PAGE>
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized , all in the City of New York, and the
State of New York, on the 30th day April 1996.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By /s/ Sheik Wiltshire
----------------------------------
Sheik Wiltshire, Second Vice President
-----------
2
<PAGE>
Exhibit 7
---------
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
The Chase Manhattan Bank, N.A.
of New York in the State of New York, at the close of business on December 31,
1995, published in response to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161.
Comptroller of the Currency
Charter Number 2370 Northeastern District
Statement of Resources and Liabilities
ASSETS
Thousands
of Dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ............ $ 5,574,000
Interest-bearing balances ..................................... 5,950,000
Held to maturity securities ...................................... 0
Available-for-sale securities .................................... 6,731,000
Federal funds sold and securities purchased under agreements
to resell in domestic offices of the bank and of its Edge
and Agreement subsidiaries, and in IBFs:
Federal funds sold ............................................ 2,488,000
Securities purchased under agreements to resell ............... 35,000
Loans and lease financing receivable:
Loans and leases, net of unearned income ......... $ 57,786,000
LESS: Allowance for loan and lease losses ........ 1,114,000
LESS: Allocated transfer risk reserve ........... 0
------------
Loans and leases, net of unearned income,
allowance, and reserve ....................................... 56,672,000
Assets held in trading accounts .................................. 12,994,000
Premises and fixed assets (including capitalized leases) ......... 1,723,000
Other real estate owned .......................................... 364,000
Investments in unconsolidated subsidiaries
and associated companies ...................................... 28,000
Customers' liability to this bank on acceptances outstanding ..... 944,000
Intangible assets ................................................ 1,343,000
Other assets ..................................................... 5,506,000
------------
TOTAL ASSETS ..................................................... $100,352,000
============
LIABILITIES
Deposits:
In domestic offices ........................................... $ 32,483,000
Noninterest-bearing .......................... $ 13,704,000
Interest-bearing ............................. 18,779,000
------------
In foreign offices, Edge and Agreement
subsidiaries, and IBFs .................................... 37,639,000
Noninterest-bearing .......................... $ 3,555,000
Interest-bearing ............................. 34,084,000
------------
Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased ....................................... 1,572,000
Securities sold under agreements to repurchase ................ 211,000
Demand notes issued to the U.S. Treasury ......................... 25,000
Trading liabilities .............................................. 9,146,000
Other borrowed money:
With original maturity of one year or less .................... 2,562,000
With original maturity of more than one year .................. 379,000
Mortgage indebtedness and obligations under capitalized leases ... 40,000
Bank's liability on acceptances executed and outstanding ......... 949,000
Subordinated notes and debentures ................................ 1,960,000
Other liabilities ................................................ 5,411,000
------------
TOTAL LIABILITIES ................................................ 92,377,000
------------
Limited-life preferred stock and related surplus ................. 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus .................... 0
Common stock ..................................................... 921,000
Surplus .......................................................... 5,285,000
Undivided profits and capital reserves ........................... 1,751,000
Net unrealized holding gains (losses) on
available-for-sale securities ................................. 7,000
Cumulative foreign currency translation adjustments .............. 11,000
------------
TOTAL EQUITY CAPITAL ............................................. 7,975,000
------------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL ......................................... $100,352,000
============
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Donald Trautlein Directors
(Signed) Richard J. Boyle
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)_______
----------
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
----------
THE CIT GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification number)
1211 Avenue of the Americas 10036
New York, New York (Zip Code)
(Address of Principal Executive Offices)
Debt Securities
(Title of the indenture securities)
<PAGE>
Item 1. General Information. Furnish the following information as to the
trustee:
(a) Name and address of each examining or supervision authority to
which it is subject.
Comptroller of Currency, Washington, D. C., Federal Deposit
Insurance Corporation, Washington, D. C., The Board of Governors
of the Federal Reserve System, Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
No such affiliation exists with the trustee.
Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility.
1. A copy of the articles of association of the trustee now in
effect.*
2. A copy of the certificates of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise corporate
trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.
8. Not applicable.
9. Not applicable.
* Exhibit 1, 2, 3 and 4 are herein incorporated by reference to Exhibits bearing
identical numbers in Item 12 of the Form T-1 of The First National Bank of
Chicago, filed as Exhibit 26 to the Registration Statement on Form S-3 of The
CIT Group Holdings, Inc., filed with the Securities and Exchange Commission on
February 16, 1993 (Registration No. 33-58418).
<PAGE>
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, The First National Bank of Chicago, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Chicago, and State of
Illinois, on the 30th day of April, 1996.
The First National Bank of Chicago,
Trustee,
By: /s/ Steven M. Wagner
Steven M. Wagner
Vice President & Senior Counsel
Corporate Trust Services Division
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
April 30, 1996
Securities and Exchange Commission
Washington, D. C. 20549
Gentlemen:
In connection with the qualification of an indenture between The CIT Group
Holdings, Inc. and The First National Bank of Chicago, as trustee, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State Authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
/s/ Steven M. Wagner
By: Steven M. Wagner
Vice President & Senior Counsel
Corporate Trust Services Division
<PAGE>
EXHIBIT 7
A copy of the latest report of condition of the trustee published pursuant
to law or the requirements of its supervising or examining authority.
<PAGE>
Call Date: 12/31/95 ST-BK: 17-1630 FFIEC 031
Page RC-1
Legal Title of Bank: The First National Bank of Chicago
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
C400
Dollar Amounts in ------------
Thousands RCFD BIL MIL THOU
----------------- ---- ------------ ------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)......... 0081 4,003,995 1.a.
b. Interest-bearing balances(2).................................. 0071 9,240,284 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) .... 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D).. 1773 827,134 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold............................................ 0276 3,287,844 3.a.
b. Securities purchased under agreements to resell............... 0277 612,400 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C)............................................................ RCFD 2122 16,463,126 4.a.
b. LESS: Allowance for loan and lease losses..................... RCFD 3123 353,777 4.b.
c. LESS: Allocated transfer risk reserve......................... RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c).......................... 2125 16,109,349 4.d.
5. Assets held in trading accounts.................................. 3545 12,379,396 5.
6. Premises and fixed assets (including capitalized leases)......... 2145 591,753 6.
7. Other real estate owned (from Schedule RC-M)..... ............... 2150 8,796 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)................................... 2130 40,560 8.
9. Customers' liability to this bank on acceptances outstanding..... 2155 524,918 9.
10. Intangible assets (from Schedule RC-M)........................... 2143 101,011 10.
11. Other assets (from Schedule RC-F)................................ 2160 1,633,056 11.
12. Total assets (sum of items 1 through 11)......................... 2170 49,360,496 12.
</TABLE>
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<PAGE>
Call Date: 12/31/95 ST-BK: 17-1630 FFIEC 031
Page RC-2
Legal Title of Bank: The First National Bank of Chicago
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
Schedule RC-Continued
<TABLE>
<CAPTION>
C400
Dollar Amounts in ------------
Thousands RCFD BIL MIL THOU
----------------- ---- ------------ ------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)................... RCON 2200 15,174,243 13.a.
(1) Noninterest-bearing (1)........... RCON 6631 6,217,164 13.a.(1)
(2) Interest-bearing.......................... RCON 6636 8,957,079 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)... RCFN 2200 14,435,503 13.b.
(1) Noninterest bearing....................... RCFN 6631 625,206 13.b.(1)
(2) Interest-bearing.......................... RCFN 6636 13,810,297 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its Edge
and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased....................... RCFD 0278 2,449,282 14.a.
b. Securities sold under agreements to repurchase RCFD 0279 880,215 14.b.
15. a. Demand notes issued to the U.S. Treasury RCON 2840 93,942 15.a.
b. Trading Liabilities........................... RCFD 3548 7,523,265 15.b.
16. Other borrowed money:
a. With original maturity of one year or less.... RCFD 2332 1,897,370 16.a.
b. With original maturity of more than one year. RCFD 2333 383,807 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases.................................. RCFD 2910 280,522 17.
18. Bank's liability on acceptance executed and outstanding RCFD 2920 524,918 18.
19. Subordinated notes and debentures................ RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G).. RCFD 2930 1,444,364 20.
21. Total liabilities (sum of items 13 through 20)... RCFD 2948 46,312,431 21.
22. Limited-Life preferred stock and related surplus. RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.... RCFD 3838 0 23.
24. Common stock..................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 2,320,126 25.
26. a. Undivided profits and capital reserves........ RCFD 3632 519,849 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities.................................... RCFD 8434 7,315 26.b.
27. Cumulative foreign currency translation adjustments RCFD 3284 (83) 27.
28. Total equity capital (sum of items 23 through 27) RCFD 3210 3,048,065 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)............ RCFD 3300 49,360,496 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the
statement below that best describes the most
comprehensive level of auditing work performed for the
bank by independent external auditors as of any date Number
during 1993 .................................... RCFD 6724 N/A M.1.
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- - - ----------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as
Trustee
Check if an Application to Determine
Eligibility of a Trustee Pursuant to Section
305(b)(2) _______________
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
111 West Monroe Street; Chicago, Illinois 60603
(Address of principal executive offices)
Carolyn C. Potter; Harris Trust and Savings Bank;
311 West Monroe Street; Chicago, Illinois, 60606
312/461-2531
(Name, address and telephone number for agent for service)
THE CIT GROUP HOLDINGS, INC.
(Name of obligor)
Delaware
(State of Incorporation)
13-2994534
(I.R.S. Employer Identification Number)
1211 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices)
Debt Securities
(Title of Indenture Securities)
<PAGE>
1. GENERAL INFORMATION. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164 West
Jackson Boulevard, Chicago, Illinois; Federal Deposit Insurance
Corporation, Washington, D.C.; The Board of Governors of the Federal
Reserve System,Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in effect
which includes the authority of the trustee to commence business and
to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in
effect and includes the authority of the Trustee to commence business
and to exercise corporate trust powers was filed in connection with
the Registration Statement of Louisville Gas and Electric Company,
File No. 2-44295, and is incorporated herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of C-Cube Microsystems, Inc.; File No.
33-97166, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(included as Exhibit B on page 3 of this statement)
1
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 6th day of May, 1996.
HARRIS TRUST AND SAVINGS BANK
By: Carolyn C. Potter
-----------------------------------
Carolyn C. Potter
Assistant Vice President
EXHIBIT A
The consents of the Trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
HARRIS TRUST AND SAVINGS BANK
By: Carolyn C. Potter
-----------------------------------
Carolyn C. Potter
Assistant Vice President
2
<PAGE>
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of December 31, 1995, as published in accordance with
a call made by the State Banking Authority and by the Federal Reserve Bank of
the Seventh Reserve District.
[LOGO] HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on December 31, 1995, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the Commissioner of
Banks and Trust Companies of the State of Illinois and by the Federal Reserve
Bank of this District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin........................ $1,409,760
Interest bearing balances.................................................. $457,700
Securities:.....................................................................
a. Held-to-maturity securities $0
b. Available-for-sale securities $2,036,329
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBF's:
Federal funds sold..................................................... $84,600
Securities purchased under agreements to resell........................ $79,345
Loans and lease financing receivables:
Loans and leases, net of unearned income............................... $7,472,020
LESS: Allowance for loan and lease losses............................. $94,153
-----------
Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b)................................................... $7,377,867
Assets held in trading accounts................................................. $143,738
Premises and fixed assets (including capitalized leases)........................ $137,261
Other real estate owned......................................................... $608
Investments in unconsolidated subsidiaries and associated companies............. $200
Customer's liability to this bank on acceptances outstanding.................... $95,326
Intangible assets............................................................... $18,881
Other assets.................................................................... $405,945
------------------------
TOTAL ASSETS $12,247,560
========================
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits:
In domestic offices........................................................ $4,902,609
Non-interest bearing................................................... $2,685,798
Interest bearing....................................................... $2,216,811
In foreign offices, Edge and Agreement subsidiaries, and IBF's............. $2,392,853
Non-interest bearing................................................... $41,003
Interest bearing....................................................... $2,351,850
Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds purchased.................................................... $826,480
Securities sold under agreements to repurchase............................. $1,277,657
Trading Liabilities $45,100
Other borrowed money:...........................................................
a. With original maturity of one year or less $1,318,063
b. With original maturity of more than one year $12,162
Bank's liability on acceptances executed and outstanding $95,326
Subordinated notes and debentures............................................... $295,000
Other liabilities............................................................... $245,069
------------------------
TOTAL LIABILITIES $11,410,319
========================
EQUITY CAPITAL
Common stock.................................................................... $100,000
Surplus......................................................................... $275,000
a. Undivided profits and capital reserves...................................... $445,119
b. Net unrealized holding gains (losses) on available-for-sale securities $17,122
------------------------
TOTAL EQUITY CAPITAL $837,241
========================
Total liabilities, limited-life preferred stock, and equity capital............. $12,247,560
========================
</TABLE>
I, Steve Neudecker, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
STEVE NEUDECKER
1/30/96
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
JAMES J. GLASSER,
ALAN G. McNALLY,
MARIBETH S. RAHE
Directors.
4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) ____
------------------------
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
-----------------------
THE CIT GROUP HOLDINGS, INC.
(Exact name of obligor as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1211 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices) (Zip Code)
-------------------------
Debt Securities
(Title of the indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Name Address
---- -------
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of
Eligibility.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement No.
2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate
trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1
to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
<PAGE>
Exhibit 6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration
Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.
(as of December 31, 1995 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
------------------
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 6th day of
May, 1996.
CITIBANK, N.A.
By /s/Carol Ng
-----------------------
Carol Ng
Vice President
<PAGE>
EXHIBIT 7
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A.
of New York in the State of New York, at the close of business on December 31,
1995, published in response to call made by Comptroller of the Currency under
Title 12, United States Code, Section 161, Charter Number 1461 Comptroller of
the Currency Northeastern District.
ASSETS
Thousands
of dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances
and currency and coin ...................................... $ 7,451,000
Interest-bearing balances ................................... 9,256,000
Held-to-maturity securities ................................... 0
Available-for-sale securities ................................. 15,587,000
Federal funds sold and securities
purchased under agreements to
resell in domestic offices of the
bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds sold .......................................... 3,981,000
Securities purchased under agreements to resell ............. 423,000
Loans and lease financing receivables:
Loans and Leases, net of unearned income ..... $145,221,000
LESS: Allowance for loan and lease losses..... 4,403,000
------------
Loans and leases, net of unearned income,
allowance, and reserve ....................................... 140,818,000
Trading assets ................................................ 28,407,000
Premises and fixed assets (including capitalized leases) ...... 3,454,000
Other real estate owned ....................................... 849,000
Investments in unconsolidated subsidiaries
and associated companies ..................................... 1,181,000
Customers' liability to this bank
on acceptances outstanding ................................... 1,542,000
Intangible assets ............................................. 14,000
Other assets .................................................. 7,147,000
-------------
TOTAL ASSETS .................................................. $ 220,110,000
=============
LIABILITIES
Deposits:
In domestic offices .......................................... $ 35,377,000
Noninterest-bearing ........................... $ 13,214,000
Interest-bearing .............................. 22,163,000
In foreign offices, Edge and Agreement -------------
subsidiaries, and IBFs ....................................... 121,599,000
Noninterest-bearing ........................... 8,014,000
Interest-bearing .............................. 113,585,000
-----------
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices
of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds purchased ..................................... 1,852,000
Securities sold under agreements to repurchase .............. 556,000
Trading liabilities ........................................... 17,544,000
Other borrowed money:
With original maturity of one year or less .................. 7,740,000
With original maturity of more than one year ................ 5,788,000
Mortgage indebtedness and obligations under
capitalized leases ........................................... 95,000
Bank's liability on acceptances executed and outstanding ...... 1,559,000
Subordinated notes and debentures ............................. 4,700,000
Other liabilities ............................................. 8,483,000
-------------
TOTAL LIABILITIES ............................................. $ 205,293,000
=============
EQUITY CAPITAL
Common Stock .................................................. $ 751,000
Surplus ....................................................... 6,744,000
Undivided profits and capital reserves ........................ 7,816,000
Net unrealized holding gains (losses)
on available-for-sale securities ............................. 62,000
Cumulative foreign currency translation adjustments ........... (556,000)
-------------
TOTAL EQUITY CAPITAL .......................................... $ 14,817,000
-------------
TOTAL LIABILITIES LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL ........................................... $ 220,110,000
=============
I Roger W. Trupin, Controller of the above-named bank do hereby declare that
this Report of Condition is true and correct to the best of my knowledge and
belief.
ROGER W. TRUPIN
We, the undersigned directors, attest to the correctness of this Report of
Condition. We declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions and
is true and correct.
PEI-YUAN CHIA
WILLIAM R. RHODES
PAUL J. COLLINS
DIRECTORS
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
Form T-1
-----------------------
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS
TRUSTEE
-----------------------
Check if an application to determine eligibility of
a Trustee pursuant to Section 305(b)(2) [ ]
MELLON BANK, N.A.
(Name of Trustee)
25-0659306 U.S.
(I.R.S. Employer Identification No.) (Jurisdiction of incorporation)
One Mellon Bank Center
Pittsburgh, PA 15258-0001
(Address of Principal Executive Office)
Elaine D. Renn
Vice President
MELLON BANK, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258-0001
(412) 234-4694
(Name, Address and Telephone Number of Agent for Service)
-----------------------
THE CIT GROUP HOLDINGS, INC.
-----------------------------------
(Name of Obligor)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
13-2994534
(I.R.S. Employer Identification No.)
1211 Avenue of the Americas, New York, NY 10036
(Address of Principal Executive Offices)
DEBT SECURITIES
(Title of Indenture Securities)
<PAGE>
1. General information. Furnish the following information as to the trustee --
(a) Name and address of each examining or supervising authority to which
it is subject.
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of Cleveland Cleveland, Ohio
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with the obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
The obligor is not an affiliate of the trustee.
Items 3-15 are not applicable since the Obligor is not in default on securities
issued under Indentures under which the applicant is trustee.
16. List of exhibits. List below all exhibits filed as a part of this statement
of eligibility.
Exhibit 1 - Copy of articles of association of the trustee as now
in effect, filed as Exhibit 1 to trustee's statement of
eligibility and qualification, Registration No.
33-46990, and incorporated herein by reference.
Exhibit 2 - Copy of certificate of the authority of the trustee to
commence business, copy of certificate of consolidation
with the Union Trust Company of Pittsburgh and copy of
certificate approving merger of Mellon National Bank
and Trust Company into Mellon Bank, N.A. filed as
Exhibit T1A(b) to trustee's statement of eligibility
and qualification, Registration No. 33-13020, and
incorporated herein by reference.
Exhibit 3 - Copy of certificate as to authority of the trustee to
exercise corporate trust powers, filed as Exhibit
T1A(c) to trustee's statement of eligibility and
qualification, Registration No. 33-13020, and
incorporated herein by reference.
Exhibit 4 - Copy of existing by-laws of the trustee, filed as
Exhibit 4 to trustee's statement of eligibility and
qualification, Registration No. 33-46990, and
incorporated herein by reference.
Exhibit 5 - Copy of each indenture referred to in Item 4, if the
obligor is in default. Not Applicable.
Exhibit 6 - Consent of the trustee required by Section 321(b) of
the Act, filed as Exhibit T1D to trustee's statement of
eligibility and qualification, Registration No.
33-13020, and incorporated herein by reference.
Exhibit 7 - Copy of the latest report of condition of the trustee
transmitted electronically pursuant to law or the
requirements of its supervising or examining authority.
1
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Mellon Bank, N.A., a national banking association organized and
existing under the laws of the United States of America, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the city of Pittsburgh, and Commonwealth of
Pennsylvania, on the 6th day of May 1996.
MELLON BANK, N.A.
TRUSTEE
By: /s/ ELAINE D. RENN
-----------------------------
Elaine D. Renn
Vice President
2
<PAGE>
EXHIBIT 7
REPORT OF CONDITION
CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF
MELLON BANK, N.A.
FOR DECEMBER 31, 1995
In the Commonwealth of Pennsylvania, at the close of business on December
31, 1995; Transmitted electronically in response to call made by Comptroller of
the Currency, under Title 12, United States Code, Section 161.
Charter No. 6301 Northeastern District
STATEMENT OF RESOURCES AND LIABILITIES
(in thousands)
Assets
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin .......... $ 2,202758
Interest-bearing balances ................................... 1,302,248
Securities:
Held-to-maturity securities ................................. 2,325,406
Available-for-sale securities ............................... 2,865,771
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBFs: Federal funds sold ............................. 249,121
Loans and lease financing receivables:
Loans and leases, net of unearned income ...... $ 23,429,279
LESS: Allowance for loan and lease losses .... 313,511
Loans and leases, net of unearned income,
allowance, and reserve .................................... 23,115,768
Assets held in trading accounts .................................. 296,084
Premises and fixed assets (including capitalized leases) ......... 470,303
Other real estate owned .......................................... 56,805
Customers' liability to this bank on
acceptances outstanding ..................................... 277,549
Intangible assets ................................................ 1,090,484
Other assets ..................................................... 1,312,822
TOTAL ASSETS ........................................... 35,565,119
Liabilities
Deposits:
In domestic offices ......................................... 21,601,796
Noninterest-bearing ...................... 6,153,548
Interest-bearing ......................... 15,448,248
In foreign offices, Edge and Agreement
subsidiaries, and IBFs ................................. 4,379,532
Noninterest-bearing ...................... 16,196
Interest-bearing ......................... 4,363,336
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices
of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds purchased ..................................... 1,998,287
Securities sold under agreements to repurchase .............. 285,465
Demand notes issued to the U.S. Treasury ......................... 288,153
Trading liabilities .............................................. 230,185
Other borrowed money:
With original maturity of one year or less .................. 2,057,801
With original maturity of more than one year ................ 163,709
Mortgage indebtedness and obligations under
capitalized leases .......................................... 2,633
Bank's liability on acceptances executed and outstanding ......... 277,549
Subordinated notes and debentures ................................ 398,197
Other liabilities ................................................ 656,825
TOTAL LIABILITIES ...................................... 32,340,132
Equity Capital
Common stock ..................................................... 167,285
Surplus (exclude all surplus related to preferred stock) ....... 1,031,676
Undivided profits and capital reserves ........................... 2,019,782
Net unrealized holding gains (losses) on
available-for-sale securities ............................... 12,598
Cumulative foreign currency translation adjustments .............. (6,354)
TOTAL EQUITY CAPITAL ................................... 3,224,987
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL .................................... 35,565,119
<PAGE>
I, Michael K. Hughey, Senior Vice President and Corporate Controller of the
above-named bank, do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
Michael K. Hughey
February 9, 1996
We, the undersigned directors, attest to the correctness of this Statement
of Resources and Liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
FRANK V. CAHOUET
W. KEITH SMITH
CHARLES A. CORRY
4
