Rule 424(b)(3)
Registration Statement
No. 33-58418
PRICING SUPPLEMENT NO. 1,
Dated June 12, 1997, to Prospectus, dated June 6, 1997 and Prospectus
Supplement, dated June 12, 1997.
THE CIT GROUP HOLDINGS, INC.
MEDIUM-TERM FIXED RATE NOTE
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: 99.835% or $199,670,000.
Underwriting Discount: 0.165%
Issue Price: 100.00%.
Original Issue Date: June 17, 1997.
Maturity Date: June 17, 1999.
Interest Rate Per Annum: 6.200%.
InterestPayment Dates: Each June 17 and December 17, commencing December 17,
1997, 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 Note is 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 Note will be ready for delivery in book-entry form
on or about June 17, 1997.
SALOMON BROTHERS INC
<PAGE>
Form: Global Note.
Specified Currency: U.S. Dollars.
Trustee, Registrar, Authenticating and Paying Agent:
The First National Bank of Chicago, under Indenture dated as of May 1,
1994 between the Trustee and The CIT Group Holdings, Inc. ("the
Corporation").
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 June 12, 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 aggregate
principal amount of the Note.
Under the terms and conditions of the Terms Agreement, the Underwriter
is committed to take and pay for all of the Note, if any are taken.
The Underwriter has advised the Corporation that it proposes to
initially offer the Note to the public at the Issue Price set forth
above, and to certain dealers at such price less a concession not in
excess of .100% of the principal amount of the Note, and the Underwriter
may allow, and such dealers may reallow, a concession to certain other
dealers not in excess of .050% 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 Note,
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 Note for whom it
may act as agent. The Underwriter and any dealers that participate with
the Underwriter in the distribution of the Note may be deemed to be
underwriters, and any discounts or commissions received by them and any
profit on the resale of the Note by them may be deemed to be
underwriting discounts or commissions.
The Note is a new issue of securities with no established trading
market. The Corporation currently has no intention to list the Note on
any securities exchange. The Corporation has been advised by the
Underwriter that it intends to make a market in the Note 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 Note.
The Corporation has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
