Rule 424(b)(3)
Registration Statement No. 333-84859
Cusip # 12560PBM2
PRICING SUPPLEMENT NO. 2,
Dated February 9, 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. $500,000,000.
Proceeds to Corporation: 100% or $500,000,000.
Underwriting Discount: 0%.
Issue Price: Variable Price Reoffer, Initially at Par.
Specified Currency: U.S. Dollars.
Original Issue Date: February 14, 2000.
Maturity Date: February 14, 2001.
Interest Rate Basis: Prime Rate.
Spread: -290 basis points.
Initial Interest Rate: The Prime Rate determined one Business Day prior to the
Original Issue Date minus 290 basis points.
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 February 14, 2000.
MERRILL LYNCH & CO.
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Form: Global Note.
Interest Reset Date: Each Business Day to but excluding the Maturity Date.
Rate Cut-Off Date: Two Business Days prior to each Interest Payment Date. The
interest rate for each day following the Rate Cut-Off Date to but
excluding the Interest Payment Date will be the rate prevailing on the
Rate Cut-Off 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 Payment Dates: Quarterly on May 14, August 14, November 14 and February
14, commencing May 14, 2000, provided that if any Interest Payment Date
(other than the Maturity Date) would otherwise fall on a day that is not a
Business Day, then the Interest Payment Date will be the first following
day that is a Business Day. If the Maturity Date would otherwise fall on a
day that is not a Business Day, then principal and interest on the Note
will be paid on the next succeeding Business Day, and no interest on such
payment will accrue for the period from and after the Maturity Date.
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.
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.
Interest Determination Date: One Business Day prior to each Interest Reset Date.
Minimum Interest Rate: 0.0%.
Calculation Agent: The CIT Group, Inc. (the "Corporation")
Trustee, Registrar, Authenticating and Paying Agent:
Bank One Trust Company, N.A. (successor in interest to The First National
Bank of Chicago), under Indenture dated as of September 24, 1998 between
the Trustee and the Corporation.
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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 February 9, 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, Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc, and Warburg Dillon Read LLC, the
Corporation has agreed to sell to the Underwriter, and the Underwriter has
agreed to purchase, $500,000,000 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 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.
