Rule 424(b)(3)
Registration Statement
No. 33-64309
PRICING SUPPLEMENT NO. 3,
Dated August 5, 1997, to
Prospectus, dated June 6, 1997 and
Prospectus Supplement, dated June 12, 1997.
THE CIT GROUP HOLDINGS, INC.
MEDIUM-TERM FIXED RATE NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(X) Senior Note ( ) Senior Subordinated Note
Principal Amount: U.S. $150,000,000.
Proceeds to Corporation: 99.925% or $149,887,500.
Underwriting Discount: 0.075%
Issue Price: 100.00%.
Original Issue Date: August 8, 1997.
Maturity Date: August 9, 1999.
Interest Rate Per Annum: 6.100%.
InterestPayment Dates: Each February 9 and August 9, commencing February 9,
1998, provided that if any such day is not a Business Day, the payment
will be made on the next succeeding Business Day as if it were made on
the date such payment was due, and no interest will accrue on the amount
payable for the period from and after such Interest Payment Date or the
Maturity Date, as the case may be.
Interest payments will include the amount of interest accrued from and
including the most recent Interest Payment Date to which interest has
been paid (or from and including the Original Issue Date) to but
excluding the applicable Interest Payment Date.
The Notes are offered by the Underwriters, as specified herein, subject to
receipt and acceptance by them and subject to their right to reject any order in
whole or in part. It is expected that the Notes will be ready for delivery in
book-entry form on or about August 8, 1997.
MORGAN STANLEY DEAN WITTER
CHASE SECURITIES INC.
ABN AMRO CHICAGO CORPORATION
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Form: Global Note.
Specified Currency: U.S. Dollars.
Trustee, Registrar, Authenticating and Paying Agent:
The Bank of New York, under Indenture dated as of May 1, 1994 between
the Trustee and The CIT Group Holdings, Inc. ("the Corporation").
UNDERWRITING
Morgan Stanley & Co. Incorporated, Chase Securities Inc. and ABN AMRO
Securities Inc.( the "Underwriters") are acting as principal in this
transaction.
Subject to the terms and conditions set forth in a Term Sheet and
Agreement dated August 5, 1997 (the "Terms Agreement"), between the
Corporation and the Underwriters, incorporating the terms of a Selling
Agency Agreement dated May 15, 1996, between the Corporation and Lehman
Brothers, Lehman Brothers Inc., 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 Underwriters,
and the Underwriters have each severally agreed to purchase, the
principal amount of the Notes set forth opposite its name below:
Principal Amount of
------------------
Underwriter the Notes
----------- ---------
Morgan Stanley & Co. Incorproated $100,000,000
Chase Securities Inc. 25,000,000
ABN AMRO Securities Inc. 25,000,000
--------------
Total $150,000,000
--------------
Under the terms and conditions of the Terms Agreement, the Underwriters
are committed to take and pay for all of the Notes, if any are taken.
The Underwriters have advised the Corporation that they propose to
initially offer the Notes to the public at the Issue Price set forth
above, and to certain dealers at such price less a concession not in
excess of .050% of the principal amount of the Notes, and the
Underwriters may allow, and such dealers may reallow, a concession to
certain other dealers not in excess of .025% of such principal amount.
After the initial public offering, the public offering price and other
terms may be changed from time to time. In connection with the sale of
the Notes, the Underwriters may be deemed to have received compensation
from the Corporation in the form of underwriting discounts, and the
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Underwriters may also receive commissions from the purchasers of the
Notes for whom it may act as agent. The Underwriters and any dealers
that participate with the Underwriters in the distribution of the Notes
may be deemed to be underwriters, and any discounts or commissions
received by them and any profit on the resale of the Notes by them may
be deemed to be underwriting discounts or commissions.
The Notes are a new issue of securities with no established trading
market. The Corporation currently has no intention to list the Notes on
any securities exchange. The Corporation has been advised by the
Underwriters that they intend to make a market in the Notes but are not
obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given as to the liquidity of the
trading market for the Notes.
The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
