-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XzOJU2ZRWmt1t3J7gNu9BVrWzU3dxnD2LqI2Nu6aTOgZt+kHrqiE+Wsq93qxD0qR 1zaIsdnkx1M1Fb5CfA0nbQ== 0000020388-95-000020.txt : 19950415 0000020388-95-000020.hdr.sgml : 19950414 ACCESSION NUMBER: 0000020388-95-000020 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950413 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIT GROUP HOLDINGS INC /DE/ CENTRAL INDEX KEY: 0000020388 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 132994534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-52685 FILM NUMBER: 95528609 BUSINESS ADDRESS: STREET 1: 1211 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125361950 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: CIT FINANCIAL CORP/OLD/ DATE OF NAME CHANGE: 19860512 424B3 1 Rule 424(b)(3) Registration Statement No. 33-52685 PRICING SUPPLEMENT NO. 1, Dated April 11, 1995 to Prospectus, dated March 24, 1995, and Prospectus Supplement, dated April 5, 1995. THE CIT GROUP HOLDINGS, 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. $50,000,000. Proceeds to Corporation: 99.98%, or $49,990,000. Underwriting Discount: 0.02%. Issue Price: Variable Price Reoffer, initially at par. Specified Currency: U.S. Dollars. Original Issue Date: April 19, 1995. Maturity Date: April 19, 1996. Interest Rate Basis: Prime Rate. Spread: -277 basis points. Initial Interest Rate: The Prime Rate determined on the Original Issue Date minus 277 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 April 19, 1995. CS FIRST BOSTON CORPORATION Form: Global Notes. Interest Reset Date: Each Business Day to but excluding the Maturity Date. 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 Payment Dates: Quarterly on July 19, 1995, October 19, 1995, January 19, 1996, and April 19, 1996, 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 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: Each Interest Reset 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. Minimum Interest Rate: 0.0%. Trustee, Registrar, Authenticating and Paying Agent: The First National Bank of Boston, under Indenture dated as of May 1, 1994 between the Trustee and the Corporation. UNDERWRITING CS First Boston Corporation (the "Underwriter"), is acting as principal in this transaction. Subject to the terms and conditions set forth in a Terms Agreement dated April 11, 1995 (the "Terms Agreement"), between the Corporation and the Underwriter, and a Selling Agency Agreement, dated April 6, 1995, between the Corporation and Lehman Brothers, Lehman Brothers Inc., CS First Boston Corporation, Goldman, Sachs & Co., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Brothers Inc, and UBS Securities Inc., the Corporation has agreed to sell to the Underwriter, and the Underwriter has agreed to purchase, $50,000,000 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 they 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. -----END PRIVACY-ENHANCED MESSAGE-----