Rule 424(b)(3)
Registration Statement No. 333-63793
Cusip #12560M BR8
PRICING SUPPLEMENT NO. 11,
Dated December 16, 1998, to
Prospectus, dated September 24, 1998 and
Prospectus Supplement dated September 25, 1998.
THE CIT GROUP, 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: $200,000,000.
Issue Price: Variable Price, Reoffer
Original Issue Date: December 21, 1998.
Maturity Date: January 14, 2000, provided that if such day is not a Business
Day, the payment of principal and interest may be made on the next succeeding
Business Day, and no interest on such payment will accrue for the period from
and after the Maturity Date.
Interest Rate Basis: LIBOR.
Index Maturity: One Month for the first Interest Determination Date, then
Three Month for all Interest Determination Dates thereafter.
Spread: 2.5 basis points (.025%).
Interest Rate Calculation: LIBOR determined on the Interest Determination Date
minus the Spread.
Initial Interest Rate: LIBOR determined two London Business Days prior to the
Original Issue Date minus the Spread.
Specified Currency: U.S. Dollars.
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 December 21, 1998.
MORGAN STANLEY DEAN WITTER
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Form: Global Note.
Interest Reset Dates: Quarterly on January 14, April 14, July 14 and October 14,
commencing January 14, 1999, provided that if any such day is not a Business
Day, the Interest Reset Date will be the next succeeding Business Day, except
that if such Business Day is in the next succeeding calendar month, such
Interest Reset Date will be the immediately preceding Business Day.
Interest Payment Dates: Quarterly on January 14, April 14, July 14 and October
14, commencing January 14, 1999, provided that if any such day is not a
Business Day, the Interest Payment Date will be the next succeeding Business
Day, except that if such Business Day is in the next succeeding calendar
month, such Interest Payment Date will be the immediately preceding Business
Day.
Accrual of Interest: Accrued interest from the Original Issue Date or from the
last date to which interest has been paid or duly provided for with respect
to any Note will be calculated by multiplying the face amount of such Note by
an accrued Interest Factor. This accrued Interest Factor 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 the day for which accrued interest is being calculated. The
"Interest Factor" for any Note for each such day will be computed by dividing
the interest rate applicable to such day by 360.
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.
Interest Determination Dates: Two London Business Days prior to each Interest
Reset Date.
Calculation Date: The earlier of (a) the Business Day immediately preceding the
applicable Interest Payment Date or the date on which the Note will mature,
or (b) the tenth calendar day after an Interest Determination Date, provided
such day is a Business Day, or, if such day is not a Business Day, the next
succeeding Business Day.
Maximum Interest Rate: Not applicable.
Minimum Interest Rate: 0.00%.
Other Provisions:
"LIBOR" means, with respect to any Interest Determination Date, the rate
for deposits in U.S. dollars having the Index Maturity specified above
which appears on the Telerate Page 3750 (as defined below) as of 11:00
a.m., London time, on such Interest Determination Date ("LIBOR");
provided, that if on any Interest Determination Date the rate for deposits
in U.S. dollars having the Index Maturity specified above does not appear
on the Telerate Page 3750, LIBOR will be determined on the basis of the
rates at which deposits in U.S. dollars are offered by four major banks in
the London interbank market selected by the Calculation Agent at
approximately ll:00 a.m., London time, on such Interest Determination Date
to prime banks in the London interbank market having the Index Maturity
specified above and in a principal amount equal to an amount that is
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representative for a single transaction in such market at such time. The
Calculation Agent will request the principal London office of each of such
banks to provide a quotation of its rate. If at least two such quotations
are provided, the rate in respect of such Interest Determination Date will
be the arithmetic mean of the quotations. If fewer than two quotations are
provided, LIBOR in respect of such Interest Determination Date will be the
arithmetic mean of the rates quoted by three major banks in The City of
New York, selected by the Calculation Agent, at approximately ll:00 a.m.,
New York City time, on such Interest Determination Date for loans in U.S.
dollars to leading European banks, having the Index Maturity specified
above and in a principal amount equal to an amount that is representative
for a single transaction in such market at such time; provided, however,
that if the banks selected as aforesaid by the Calculation Agent are not
quoting as described in this sentence, the Interest Rate will be the
Interest Rate in effect on such Interest Determination Date.
"Telerate Page 3750" means the display page designated as page 3750 on the
Dow Jones Telerate Service (or such other page as may replace page 3750 on
that service for the purpose of displaying London interbank offered
rates).
"London Business Day" means any day on which deposits in U.S. dollars are
transacted in the London interbank market.
Trustee, Registrar, Authenticating and Paying Agent:
Harris Trust & Savings Bank, under Indenture dated as of September 24,
1998, between the Trustee and the Corporation.
UNDERWRITING
Morgan Stanley & Co. 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 December 16, 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,
Goldman, Sachs & Co., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith
Barney Inc. (formerly known as Salomon Brothers Inc), and Warburg Dillon
Read LLC (formerly known as 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 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
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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.
