Rule 424(b)(3)
Registration Statement No. 333-71361
Cusip # 12560MBT4
PRICING SUPPLEMENT NO. 2,
Dated June 3, 1999, to
Prospectus, dated February 11, 1999 and
Prospectus Supplement dated March 31, 1999.
THE CIT GROUP, 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. $500,000,000.
Proceeds to Corporation (before expenses): 99.615% or $498,075,000.
Underwriting Discount: 0.300%
Issue Price: 99.915% or $499,575,000.
Original Issue Date: June 8, 1999.
Maturity Date: June 14, 2002.
Interest Rate Per Annum: 6.500%.
Interest Payment Dates: Bi-annually each June 14 and December 14, commencing
December 14, 1999, 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 June 8, 1999.
DONALDSON LUFKIN & JENRETTE
MERRILL LYNCH & CO.
BNY CAPITAL MARKETS, INC.
LEHMAN BROTHERS
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Form: Global Note.
Specified Currency: U.S. Dollars.
Trustee, Registrar, Authenticating and Paying Agent:
Harris Trust & Savings Bank, under the Indenture dated as of
September 24, 1998 between the Trustee and The CIT Group, Inc. (the
"Corporation").
UNDERWRITING
Donaldson , Lufkin & Jenrette Securities Corporation, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, The Bank of New York and Lehman
Brothers Inc.(the "Underwriters") are acting as principals in this
transaction.
Subject to the terms and conditions set forth in a Term Sheet and
Agreement dated June 3, 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,
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 Underwriters,
and the Underwriters have each severally agreed to purchase the principal
amount of the Notes set forth below opposite their names. The Underwriters
have agreed to reimburse the Corporation for expenses related to this
offering in the total amount of $750,000.
Pursuant to the First Amendment to the Selling Agency Agreement, Chase
Securities Inc. was added as a party to the Agreement
Underwriter Principal Amount
Donaldson, Lufkin & Jenrette Securities $200,000,000
Corporation
Merrill Lynch, Pierce, Fenner & Smith $200,000,000
Incorporated
The Bank of New York $50,000,000
Lehman Brothers Inc. $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.
<PAGE>
The Underwriters have advised the Corporation that they propose 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 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.
