Rule 424(b)(3)
Registration Statement
No. 33-64309
PRICING SUPPLEMENT NO. 28,
Dated May 19, 1997 to Prospectus, dated May 13, 1996 and Prospectus Supplement,
dated May 15, 1996.
THE CIT GROUP HOLDINGS, INC.
MEDIUM-TERM FLOATING RATE NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(X) Senior Note ( ) Senior Subordinated Note
Principal Amount: U.S. $200,000,000.
Proceeds to Corporation: 99.97103%.
Underwriting Discount: 0.02897%.
Issue Price: Variable Price Reoffer, initially at par.
Specified Currency: U.S. Dollars.
Original Issue Date: May 22, 1997.
Maturity Date: May 22, 1998.
Interest Rate Basis: Prime Rate.
Spread: -290 basis points.
Initial Interest Rate: The Prime Rate determined one Business Day prior to
the Original Issue Date minus 290 basis points.
The Notes are offered by the Underwriter, as specified herein, subject to
receipt and acceptance by it and subject to its right to reject any order in
whole or in part. It is expected that the Notes will be ready for delivery in
book-entry form on or about May 22, 1997.
SALOMON BROTHERS INC
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Form: Global Note.
Interest Reset Date: Each Business Day to but excluding the Maturity Date.
Rate Cut-Off Date: Two Business Days prior to each Interest Payment Date. The
interest rate for each day following the Rate Cut-Off Date to but
excluding the Interest Payment Date will be the rate prevailing on the
Rate Cut-Off Date.
Accrual of Interest: Accrued interest will be computed by adding the Interest
Factors calculated for each day from the Original Issue Date or from the
last date to which interest has been paid or duly provided for up to but
not including the day for which accrued interest is being calculated.
The "Interest Factor" for any Note for each such day will be computed by
multiplying the face amount of the Note by the interest rate applicable
to such day and dividing the product thereof by 360.
InterestPayment Dates: Quarterly on August 22, 1997, November 22, 1997,
February 22, 1998, and May 22, 1998, provided that if any Interest
Payment Date (other than the Maturity Date) would otherwise fall on a
day that is not a Business Day, then the Interest Payment Date will be
the first following day that is a Business Day. If the Maturity Date
would otherwise fall on a day that is not a Business Day, then principal
and interest on the Note will be paid on the next succeeding Business
Day, and no interest on such payment will accrue for the period from and
after the Maturity Date.
Interest payments will include the amount of interest accrued from and
including the most recent Interest Payment Date to which interest has
been paid (or from and including the Original Issue Date) to but
excluding the applicable Interest Payment Date.
Calculation Date: The earlier of (i) the fifth Business Day after each Interest
Determination Date, or (ii) the Business Day immediately preceding the
applicable Interest Payment Date.
Interest Determination Date: One Business Day prior to each Interest Reset Date.
Minimum Interest Rate: 0.0%.
Calculation Agent: The CIT Group Holdings, Inc.
Trustee, Registrar, Authenticating and Paying Agent:
The Bank of New York, under Indenture dated as of May 1, 1994 between
the Trustee and the Corporation.
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UNDERWRITING
Salomon Brothers Inc (the "Underwriter") is acting as principal in this
transaction.
Subject to the terms and conditions set forth in a Term Sheet and
Agreement dated May 19, 1997 (the "Terms Agreement"), between the
Corporation and the Underwriter, incorporating the terms of a Selling
Agency Agreement dated May 15, 1996, between the Corporation and Lehman
Brothers, Lehman Brothers Inc., Credit Suisse First Boston Corporation
(formerly known as CS First Boston Corporation), Goldman, Sachs & Co.,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Salomon Brothers Inc, and UBS
Securities LLC, the Corporation has agreed to sell to the Underwriter,
and the Underwriter has agreed to purchase, $200,000,000 principal
amount of the Notes.
Under the terms and conditions of the Terms Agreement, the Underwriter
is committed to take and pay for all of the Notes, if any are taken.
The Underwriter has advised the Corporation that it proposes to offer
the Notes for sale from time to time in one or more transactions (which
may include block transactions), in negotiated transactions or
otherwise, or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Underwriter may effect such
transactions by selling the Notes to or through dealers, and such
dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Underwriter and/or the purchasers of
the Notes for whom they may act as agent. In connection with the sale of
the Notes, the Underwriter may be deemed to have received compensation
from the Corporation in the form of underwriting discounts, and the
Underwriter may also receive commissions from the purchasers of the
Notes for whom it may act as agent. The Underwriter and any dealers that
participate with the Underwriter in the distribution of the Notes may be
deemed to be underwriters, and any discounts or commissions received by
them and any profit on the resale of the Notes by them may be deemed to
be underwriting discounts or commissions.
The Notes are a new issue of securities with no established trading
market. The Corporation currently has no intention to list the Notes on
any securities exchange. The Corporation has been advised by the
Underwriter that it intends to make a market in the Notes but is not
obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given as to the liquidity of the
trading market for the Notes.
The Corporation has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
