Rule 424(b)(3)
Registration Statement No. 333-27465
Cusip # 12560P AT8
PRICING SUPPLEMENT NO. 28,
Dated May 20, 1998, to Prospectus,
dated June 6, 1997 and
Prospectus Supplement,dated June 12, 1997.
THE CIT GROUP, INC.
(formerly 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. $100,000,000.
Proceeds to Corporation: 99.937% or $99,937,000.
Underwriting Discount: .063%
Issue Price: 100% or $100,000,000.
Original Issue Date: May 26, 1998.
Maturity Date: May 26, 2000.
Interest Rate Per Annum: 5.850%.
InterestPayment Dates: Semi-annually each May 26 and November 26, commencing
November 26, 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 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 26, 1998.
MERRILL LYNCH & CO.
<PAGE>
Form: Global Note.
Specified Currency: U.S. Dollars.
Trustee, Registrar, Authenticating and Paying Agent:
The First National Bank of Chicago, under the Indenture dated as of May
1, 1994 between the Trustee and The CIT Group, Inc. (formerly The CIT
Group Holdings, Inc.)(the "Corporation").
UNDERWRITING
Merrill Lynch, Pierce, Fenner & Smith Incorporated(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 20, 1998 (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, $100,000,000 aggregate
principal amount of the Notes.
Under the terms and conditions of the Terms Agreement, the Underwriter
is committed to take and pay for all of the Notes, if any are taken.
The Underwriter has advised the Corporation that it proposes to
initially offer the Notes to the public at the Issue Price set forth
above. 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 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.
