Rule 424(b)(3) - Amendment
Registration Statement No. 333-84859
CUSIP # 12560QCA5
PRICING SUPPLEMENT NO. 22
Dated December 19, 2000 to
Prospectus, dated September 23, 1999 and
Prospectus Supplement, dated November 2, 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. $285,000,000.
Proceeds to Corporation: 99.98957% or $284,970,274.50
Underwriting Discount: 0.01043 or $29,725.50
Issue Price: $285,000,000.
Original Issue Date: December 22, 2000.
Maturity Date: January 18, 2002, 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: Three months.
Spread: +08 basis points (0.00800%).
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 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 22, 2000.
BEAR, STEARNS & CO., INC.
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Form: Global Note.
Interest Reset Dates: Quarterly on January 18, 2001, April 18, 2001, July 18,
2001 and October 18, 2001, commencing January 18, 2001, provided that if
any Interest Reset 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: January 18, 2001, April 18, 2001, July 18, 2001, October
18, 2001 and on January 18, 2002, commencing January 18, 2001, provided
that if any such day (other than the Maturity Date) 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 (i) the fifth Business Day after each Interest
Determination Date, or (ii) the Business Day immediately preceding the
applicable Interest Payment Date.
Maximum Interest Rate: Maximum rate permitted by New York law.
Minimum Interest Rate: 0.0%.
Other Provisions:
"LIBOR" means the rate for deposits in U.S. dollars having the Index
Maturity specified above which appears on the Telerate Page 3750 (defined
below) as of 11:00 a.m., London time, on the applicable Interest
Determination Date.
"Telerate Page 3750" means the display page designated as page 3750 on the
Bridge Telerate, Inc. service (or such other page as may replace page 3750
on that service for the purpose of displaying London interbank offered
rates).
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"Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are
generally authorized or required by law or regulation to close in The City
of New York.
"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 Bank of New York, under Indenture dated as of September 24, 1998
between the Trustee and the Corporation.
UNDERWRITING
Bear, Stearns & Co, 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 as of December 22, 2000 (the "Terms Agreement"), between the Corporation
and the Underwriter, incorporating the terms of a Selling Agency Agreement dated
November 2, 1999, among the Corporation and Lehman Brothers Inc., Chase
Securities Inc., Credit Suisse First Boston Corporation, J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., and UBS Warburg LLC (formerly known as Warburg Dillon Read LLC), the
Corporation has agreed to sell to the Underwriter, and the Underwriter has
agreed to purchase the 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 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
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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.
