Rule 424(b)(3)
Registration Statement No.333-71361
Cusip # 12560PBJ9
PRICING SUPPLEMENT NO. 5,
Dated July 6, 1999 to
Prospectus, dated February 11, 1999 and
Prospectus Supplement, dated March 31, 1999.
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. $500,000,000.
Proceeds to Corporation: 99.943% or $499,715,000.
Underwriting Commission: .057%.
Issue Price: Variable Price Reoffer, Initially at Par.
Original Issue Date: July 9, 1999.
Maturity Date: July 9, 2001, 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 (Telerate).
Index Maturity: Three months
Spread: +17 basis points ( 0.170%).
Interest Rate Calculation: LIBOR determined on the Interest Determination
Date plus the Spread.
Initial Interest Rate: LIBOR determined two London Business Days prior to the
Original Issue Date plus the Spread.
Specified Currency: U.S. Dollars
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 July 9, 1999.
SALOMON SMITH BARNEY
BANC ONE CAPITAL MARKETS, INC.
BARCLAYS CAPITAL
BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC.
WARBURG DILLON READ LLC
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Form: Global Note.
Interest Reset Date: Quarterly on January 9, April 9, July 9 and October 9,
commencing October 9, 1999, provided that if any Interest Reset Date
(other than the Maturity Date) would otherwise fall on a day that is not a
Business Day (as defined below), then the Interest Reset Date will be the
first following day that is a 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 9, April 9, July 9 and October 9,
commencing October 9, 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, and no interest on such payment will accrue for
the period from and after the Maturity 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.
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 Date: 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: 0.0%.
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
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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
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:
The First National Bank of Chicago, under Indenture dated as of September
24, 1998 between the Trustee and the Corporation.
UNDERWRITING
Salomon Smith Barney Inc., Banc One Capital Markets, Inc., Barclays Capital
Inc., Bear, Stearns & Co. Inc., Chase Securities Inc. and Warburg Dillon Read
LLC (the "Underwriters") are acting as principals in this transaction.
Subject to the terms and conditions set forth in a Term Sheet and Agreement
dated July 6, 1999 (the "Terms Agreement"), between the Corporation and the
Underwriters, incorporating the terms of a Selling Agency Agreement dated May
15, 1996 and amended as of March 31, 1999, among 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), Warburg Dillon Read LLC (formerly
known as UBS Securities LLC) (and Chase Securities Inc. pursuant to the First
Amendment to the Selling Agency Agreement dated March 31, 1999), 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 below opposite
their names.
Underwriter Principal Amount
Salomon Smith Barney Inc. $250,000,000
Banc One Capital Markets, Inc. $50,000,000
Barclays Capital Inc. $50,000,000
Bear, Stearns & Co. Inc. $50,000,000
Chase Securities Inc. $50,000,000
Warburg Dillon Read LLC $50,000,000
Total $500,000,000
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 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
Underwriters 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 Underwriters and/or the
purchasers of the Notes for whom they may act as agent. 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 Underwriters
may also receive commissions from the purchasers of the Notes for whom they 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.
