-----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, mekOcHBZav2Rc1Lncn5NV8ST+Sn42BKgI9Jak9XFQqdd2Vvg3GUg70vo5AJmnTtU 8vjgHo9BtUwoNdZqkq/l0A== 0000891092-94-000036.txt : 19940705 0000891092-94-000036.hdr.sgml : 19940705 ACCESSION NUMBER: 0000891092-94-000036 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 5 REFERENCES 429: 033-17210 REFERENCES 429: 033-20735 REFERENCES 429: 033-30047 REFERENCES 429: 033-37189 REFERENCES 429: 033-42529 REFERENCES 429: 033-48658 REFERENCES 429: 033-50666 REFERENCES 429: 033-52685 REFERENCES 429: 033-58418 FILED AS OF DATE: 19940701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIT GROUP HOLDINGS INC /DE/ CENTRAL INDEX KEY: 0000020388 STANDARD INDUSTRIAL CLASSIFICATION: 6153 IRS NUMBER: 132994534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-11076 FILM NUMBER: 94537605 BUSINESS ADDRESS: STREET 1: 650 CIT DRIVE CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: 2122706000 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 POS AM 1 POST EFFECTIVE AMENDMENT TO FORM S-3 As filed with the Securities and Exchange Commission on July 1, 1994 Registration No. 33-11076 Registration No. 33-17210 Registration No. 33-20735 Registration No. 33-30047 Registration No. 33-37189 Registration No. 33-42529 Registration No. 33-48658 Registration No. 33-50666 Registration No. 33-58418 Registration No. 33-52685 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ------------------ POST-EFFECTIVE AMENDMENTS NO. 1 and POST-EFFECTIVE AMENDMENTS NO. 3 and POST-EFFECTIVE AMENDMENT NO. 5 and POST-EFFECTIVE AMENDMENT NO. 6 to FORM S-3 REGISTRATION STATEMENTS Under THE SECURITIES ACT OF 1933 ------------------ The CIT Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 13-2994534 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1211 Avenue of the Americas New York, New York 10036 (212) 536-1211 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------------- ERNEST D. STEIN Executive Vice President, General Counsel & Secretary The CIT Group Holdings, Inc. 650 CIT Drive Livingston, New Jersey 07039 (201) 740-5013 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------- Please send copies of all communications to: ANDRE WEISS Schulte Roth & Zabel 900 Third Avenue New York, New York 10022 Approximate date of commencement of proposed sale to the public: When market conditions warrant after the effective date of this Registration Statement. --------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.[ ] (Continued on next page) (Continued from preceding page) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [x] --------------- Pursuant to Rule 429 under the Securities Act of 1933, this Post-Effective Amendment to certain Registration Statements contains a combined prospectus that also relates to Registration Statement Nos. 33-11076, 33-17210, 33-20735, 33-30047, 33-37189, 33-42529, 33-48658, 33-50666, 33-58418, and 33-52685, previously filed by the Registrant on Form S-3 and declared effective on January 8, 1987, September 21, 1987, March 29, 1988, August 7, 1989, October 17, 1989, September 10, 1991, July 1, 1992, August 28, 1992, March 15, 1993, and May 11, 1994, respectively. This Post-Effective Amendment constitutes Post-Effective Amendment No. 1 to Registration Statement Nos. 33-11076, 33-17210, 33-20735, 33-30047, 33-37189 and 33-52685, Post-Effective Amendment No. 3 to Registration Statement Nos. 33-48658 and 33-58418, Post-Effective Amendment No. 5 to Registration Statement No. 33-50666, and Post-Effective Amendment No. 6 to Registration Statement No. 33-42529, and each such Post-Effective Amendment shall hereafter become effective concurrently with the effectiveness of this Post-Effective Amendment and in accordance with Section 8(c) of the Securities Act of 1933. ================================================================================ EXPLANATORY NOTE This Post-Effective Amendment contains a form of market-maker prospectus for use by Chemical Securities Inc. and/or its affiliates in connection with offers and sales related to secondary market transactions in certain outstanding debt securities of the Registrant and in certain debt securities that are initially offered and sold by or on behalf of the Registrant after the effective date of this Post-Effective Amendment. The market-maker prospectus is in addition to, and not in substitution for, the prospectuses relating to the referenced registration statements currently on file with the Securities and Exchange Commission. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. Subject to Completion, dated July 1, 1994 The CIT Group Holdings, Inc. Debt Securities ------------------ The CIT Group Holdings, Inc. (the "Corporation") may offer from time to time, in one or more series, debt securities (the "Debt Securities"), which may be either senior ("Senior Securities") or senior subordinated (the "Senior Subordinated Securities") in priority of payment. The Debt Securities may be issued in one or more series with the same or various terms under one or more separate indentures, in each case between the Corporation and a banking institution organized under the laws of the United States of America or one of the states thereof. The following Debt Securities are currently issued and outstanding with respect to which offers and sales relating to market-making transactions may be made by Chemical Securities Inc. ("CSI") and/or its affiliates: $200,000,000 aggregate principal amount of 8 7/8% Notes Due August 15, 1994 $200,000,000 aggregate principal amount of 8.60% Notes Due December 1, 1994 $100,000,000 aggregate principal amount of 5 1/2% Notes Due November 1,1995 $150,000,000 aggregate principal amount of 5.65% Notes Due November 15,1995 $100,000,000 aggregate principal amount of 5 7/8% Notes Due December 1,1995 $200,000,000 aggregate principal amount of Floating Rate Notes Due December 15, 1995 $250,000,000 aggregate principal amount of 8 3/4% Notes Due February 15, 1996 $150,000,000 aggregate principal amount of 4.75% Notes Due March 15, 1996 $150,000,000 aggregate principal amount of 8 7/8% Notes Due June 15, 1996 $105,000,000 aggregate principal amount of 6% Amortizing Notes Due February 15, 1997 $100,000,000 aggregate principal amount of 5 3/4% Notes Due March 21, 1997 $150,000,000 aggregate principal amount of 8 3/4% Notes Due July 1, 1997 $ 61,500,000 aggregate principal amount of Floating Rate Renewable Notes $100,000,000 aggregate principal amount of 5 5/8% Notes Due April 1, 1998 $150,000,000 aggregate principal amount of 8 3/4% Notes Due April 15, 1998 $250,000,000 aggregate principal amount of Floating Rate Notes due January 15, 1999 $100,000,000 aggregate principal amount of 9 1/4% Medium-Term Subordinated Capital Notes Due March 15, 2001 $100,000,000 aggregate principal amount of 8 3/8% Senior Subordinated Capital Notes Due November 1, 2001 $100,000,000 aggregate principal amount of 6.98% Senior Subordinated Capital Notes Due March 1, 2004 $ 20,000,000 aggregate principal amount of Term Floating Rate Renewable Notes $200,000,000 aggregate principal amount of 5 7/8% Notes Due October 15,2008 In addition, the Corporation has currently in effect three shelf registrations (Registration Statement Nos. 33-50666, 33-58418 and 33-52685) under the Securities Act of 1933, as amended, with respect to the initial offering to the public from time to time of $6,250,000,000 aggregate principal amount of Debt Securities, approximately $5,261,000,000 of which has not yet been issued as of the date of this Prospectus. -------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------- This Prospectus has been prepared in connection with the Debt Securities and will be used by CSI and/or its affiliates, in connection with offers and sales related to market-making transactions in the Debt Securities. CSI and/or its affiliates may act as principal or agent in such transactions. Such sales will be made at the prevailing market prices at the time of sale. -------------- The date of this Prospectus is July , 1994. AVAILABLE INFORMATION The Corporation is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information can be inspected and copied at the offices of the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission, at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Certain of the Corporation's securities are listed on the New York Stock Exchange and reports and other information concerning the Corporation can also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. DOCUMENTS INCORPORATED BY REFERENCE The following documents filed with the Commission by the Corporation are incorporated by reference in this Prospectus: (a) The Corporation's Annual Report on Form 10-K for the year ended December 31, 1993; (b) The Corporation's Quarterly Reports on Form 10-Q for the quarter ended March 31, 1994; and (c) The Corporation's Current Reports on Form 8-K dated January 14, 1994, February 28, 1994 and April 12, 1994. All documents filed by the Corporation pursuant to Sections 13(a) and (c), 14, or 15(d) of the Exchange Act after the date hereof shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Corporation will provide without charge to each person to whom this Prospectus is delivered, upon request, a copy of any or all of the foregoing documents described above which have been or may be incorporated by reference in this Prospectus other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Such request should be directed to: Corporate Treasurer The CIT Group Holdings, Inc. 1211 Avenue of the Americas New York, New York 10036 (212) 536-1950 2 THE CORPORATION The CIT Group Holdings, Inc. (the "Corporation"), a Delaware corporation, is a successor to a company founded in St. Louis, Missouri on February 11, 1908. It has its principal executive offices at 1211 Avenue of the Americas, New York, New York 10036, and its telephone number is (212) 536-1211. The Corporation, operating directly or through its subsidiaries primarily in the United States, engages in financial services activities through a nationwide distribution network. The Corporation provides financing primarily on a secured basis to commercial borrowers, ranging from middle-market to larger companies. While these secured lending activities reduce the risk of losses from extending credit, the Corporation's results of operations can also be affected by other factors, including general economic conditions, competitive conditions, the level and volatility of interest rates, concentrations of credit risk, and government regulation and supervision. The Corporation does not finance the development or construction of commercial real estate. The Corporation has eight strategic business units, seven of which offer corporate financing, dealer and manufacturer financing, and factoring products and services to clients, and an eighth strategic business unit that commenced operations in the last quarter of 1992, which offers consumer second mortgage financing and home equity lines of credit. Effective at year-end 1989, The Dai-Ichi Kangyo Bank, Limited ("DKB") purchased sixty percent (60%) of the issued and outstanding shares of common stock of the Corporation from Manufacturers Hanover Corporation ("MHC"). MHC retained a forty percent (40%) common stock interest in the Corporation. Effective March 29, 1990, MHC transferred its forty percent (40%) common stock interest in the Corporation to MHC Holdings (Delaware) Inc., a wholly-owned subsidiary of MHC ("MHC Holdings"). On December 31, 1991, MHC and Chemical Banking Corporation merged in a stock-for-stock transaction. The merged corporation is called Chemical Banking Corporation ("CBC"). CBC retains a forty percent (40%) common stock interest in the Corporation through MHC Holdings. In accordance with a stockholders agreement among DKB, CBC, as successor to MHC, and the Corporation (the "Stockholders Agreement"), the Corporation amended its Certificate of Incorporation and its By-Laws in conformity therewith. Pursuant to the Stockholders Agreement, immediately after MHC sold the sixty percent (60%) interest in the Corporation to DKB, the stockholders elected a new Board of Directors comprised of the President and Chief Executive Officer and the Vice Chairman of the Corporation, six nominees designated by DKB, and two nominees designated by MHC. The Stockholders Agreement also contains provisions for the management of the Corporation, majority voting by DKB on the Corporation's Executive Committee, consent of MHC Holdings with respect to major corporate and business changes, and restrictions with respect to the transfer of the stock of the Corporation to third parties. Given CBC's status as a minority stockholder of the Corporation and the limitations on its participation in the Corporation's business affairs contained in the Stockholders Agreement, the Corporation and CBC are of the view that CBC does not control, and therefore is not an affiliate of, the Corporation for purposes of the Federal securities laws. Corporate Finance Group The Corporation's Corporate Finance Group is comprised of Business Credit, Capital Equipment Financing and Credit Finance. The CIT Group/Business Credit offers revolving and term loans secured by accounts receivable, inventories and fixed assets to medium and larger-sized companies. Such loans are used by clients primarily for acquisitions and refinancings. It also offers specialty financing for companies in the paper, printing and chemical industries and debtor-in-possession and workout financing for turnaround situations. The CIT Group/Business Credit sells participation interests in such loans to other lenders and will occasionally purchase participation interests in such loans originated by other lenders. Business is developed through direct calling efforts and through other sources originated by individual new business development officers. The CIT Group/Business Credit is headquartered in New York City, with sales offices in New York, Chicago, Dallas, Los Angeles, and Atlanta. The CIT Group/Capital Equipment Financing specializes in customized secured financing and leasing of equipment in larger transactions, including single investor leases and the debt and equity portions of leveraged leases for major capital equipment such as aircraft, rail cars, maritime shipping, and containers and chassis, for its own account and for syndications. Such business is developed directly with large companies and through third parties. The CIT Group/Capital Equipment Financing also provides secured financing and leasing products to middle-market and larger companies seeking medium and longer term financings. Such transactions are developed through direct calling efforts and 3 financial intermediaries. Financing products include direct secured loans, sale and leaseback arrangements, and project financings. Two business groups within The CIT Group/Capital Equipment Financing augment its marketing efforts and provide services relating to its areas of expertise. The first group, The CIT Group/Capital Investments, acts as an agent, broker, and advisor in financing and leasing transactions. The CIT Group/Capital Investments is a registered broker-dealer and a member of the National Association of Securities Dealers, Inc. The second group, The CIT Group/Asset Management, received approval in December 1992 from the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") to provide asset management services to financial institutions and certain non-financial institutions for equipment financing transactions and portfolios. The CIT Group/Capital Equipment Financing is headquartered in New York City, with sales offices in eight cities, including New York, Chicago and Los Angeles. The CIT Group/Credit Finance offers revolving and term loans to small and medium-sized companies secured by accounts receivable, inventories, and fixed assets. Such loans are used by clients for working capital and in refinancings, acquisitions, and leveraged buyouts. The CIT Group/Credit Finance also offers financing for reorganizations, restructurings, and Chapter 11 situations. Business is developed through direct calling efforts and through other sources developed by individual new business development officers. The CIT Group/Credit Finance is headquartered in New York City, with sales offices in ten cities, including New York, Chicago and Los Angeles. Dealer and Manufacturer Financing Group The Corporation's Dealer and Manufacturer Financing Group is comprised of Industrial Financing, Sales Financing, and Consumer Finance. The CIT Group/Industrial Financing offers secured equipment financing products, including direct secured loans, leases, secured lines of credit, sale and leaseback arrangements, vendor financing for manufacturers, wholesale and retail financing for dealers/distributors, acquisition of chattel paper and other installment receivables, and acquisition of portfolios originated by others. It has a nationwide network of local offices and business aircraft, intermediary and national accounts financing units. The CIT Group/Industrial Financing is headquartered in Livingston, New Jersey, with sales offices in twenty cities, including Berwyn, Pennsylvania, Tempe, Arizona, Atlanta, Georgia and Irving, Texas, which also serve as regional offices. The CIT Group/Sales Financing, working through dealers and manufacturers, provides retail secured financing on a nationwide basis for the purchase of recreational vehicles, recreational boats and manufactured housing. The CIT Group/Sales Financing also purchases portfolios of these assets from banks, savings and loans, investment banks and others and provides servicing for portfolios owned by other financial institutions and securitization trusts. The CIT Group/Sales Financing is headquartered in Livingston, New Jersey with an asset service center in Oklahoma City, Oklahoma, and covers the United States from five regional sales centers located in Atlanta, Boston, Kansas City, Sacramento and Seattle. In December 1992, The CIT Group/Consumer Finance, a newly formed strategic business unit, began offering loans secured primarily by a first or second mortgage on residential real estate. The CIT Group/Consumer Finance generates business through direct marketing efforts and, to a lesser extent, through brokers. It also acquires "home equity" portfolios originated by others. In early 1994, The CIT Group/Consumer Finance introduced home equity lines of credit to consumers. This strategic business unit is headquartered in Livingston, New Jersey with 35 sales offices serving 23 states, two of which originate mortgage loans for resale to third parties in addition to originating mortgage loans for the business unit's own portfolio. Administrative support is provided by the Sales Financing asset service center located in Oklahoma City, Oklahoma. Factoring The CIT Group/Commercial Services (formerly The CIT Group/Factoring) offers a full range of factoring services providing for the purchase of accounts receivable, including credit protection, bookkeeping, and collection activities. Financing is also provided in the form of revolving and term loans, and letter of credit support. The CIT Group/Commercial Services is headquartered in New York City, with sales offices in New York, Los Angeles, Charlotte, Atlanta and Hong Kong. Bookkeeping and collection functions are located in a service center in Danville, Virginia. 4 On February 28, 1994, the Corporation acquired Barclays Commercial Corporation ("BCC"), a company of The Barclays Group. BCC had total assets of approximately $700.0 million at December 31, 1993 and total factoring volume of approximately $5.00 billion for the year then ended. The business and acquired assets of BCC were transferred to The CIT Group/BCC, Inc., a wholly-owned subsidiary of The CIT Group/Commercial Services, Inc. BCC is engaged in the same lines of business as The CIT Group/Commercial Services, with BCC adding a significant geographical presence in the Southeastern United States. BCC is headquartered in Charlotte, with five sales offices in Charlotte, New York, Dallas, Louisville and Los Angeles. Equity Investments The CIT Group/Equity Investments provides capital to medium-sized companies and emerging growth companies through the purchase of private issuances of common stock, preferred stock, and subordinated debt. Capital is used by clients to make acquisitions and to finance growth. Business is developed through referrals from the Corporation's other business units and from venture capital and regional investment banking firms. In June 1992, The CIT Group/Venture Capital, a wholly-owned subsidiary of The CIT Group/Equity Investments, received approval from the U.S. Small Business Administration for a license as a small business investment company. The CIT Group/Equity Investments is headquartered in Livingston, New Jersey. Multi-National Marketing Supplementing the Corporation's marketing efforts, the Corporation's Multi-National Marketing Group promotes the services of the Corporation's various business units to the U.S. subsidiaries of foreign corporations in need of asset-based financing. Business is developed through referrals from DKB and through direct calling efforts. The Multi-National Marketing Group is located in the Corporation's offices in New York City. Regulation Both DKB and CBC are bank holding companies within the meaning of the Bank Holding Company Act of 1956 (the "Act"), and each is registered as such with the Federal Reserve Board. As a result, the Corporation is subject to certain provisions of the Act. In general, the Act limits the activities in which a bank holding company and its subsidiaries may engage to those of banking or managing or controlling banks or performing services for their subsidiaries and to continuing activities which the Federal Reserve Board has determined to be "so closely related to banking or managing or controlling banks as to be a proper incident thereto." The Corporation's current principal business activities constitute permissible activities for a subsidiary of a bank holding company. The operations of the Corporation and its subsidiaries are subject, in certain instances, to supervision and regulation by governmental authorities and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, including among other things, regulating credit granting activities, establishing maximum interest rates, insurance coverages, and finance charges, requiring disclosures to customers, governing secured transactions, and setting collection, repossession, and claims handling procedures and other trade practices. In most states the consumer sales finance and loan business and the consumer second mortgage business are subject to licensing or regulation. In some states the industrial finance business is subject to similar licensing or regulation. The consumer second mortgage, sales finance, and loan businesses, including those conducted by the Corporation, are also subject to a number of Federal statutes, including the Federal Consumer Credit Protection Act, which requires, among other things, disclosure of the finance charge in terms of a simple annual interest rate, as well as the dollar cost. In the judgment of management, existing statutes and regulations have not had a materially adverse effect on the business conducted by the Corporation and its subsidiaries. However, it is not possible to forecast the nature of future legislation, regulations, judicial decisions, orders, or interpretations, nor their impact upon the future business, earnings, or otherwise, of the Corporation and its subsidiaries. 5 RATIOS OF EARNINGS TO FIXED CHARGES The following table sets forth the ratio of earnings to fixed charges for each of the periods indicated.
Three Months Ended March 31, Year Ended December 31, --------------- ----------------------------------------------- (unaudited) 1994 1993 1993 1992 1991 1990 1989 ---- ---- ---- ---- ---- ---- ---- Ratio of earnings to fixed charges .................. 1.59 1.57 1.60 1.49 1.35 1.27 1.28
The ratios of earnings to fixed charges have been computed in accordance with requirements of the Commission's Regulation S-K. Earnings consist of income from continuing operations before income taxes; fixed charges consist of interest on indebtedness and the portion of rentals considered representative of an appropriate interest factor. 6 DESCRIPTION OF DEBT SECURITIES General The Debt Securities constitute either Superior Indebtedness (as defined below) or Senior Subordinated Indebtedness (as defined below) of the Corporation. Senior Securities may be issued from time to time in one or more separate, unlimited series under one or more separate indentures (each such indenture and indentures supplemental thereto are hereinafter referred to as a "Senior Indenture", and collectively, as the "Senior Indentures"), in each case between the Corporation and a banking institution organized under the laws of the United States or one of the states thereof (each such banking institution is hereinafter referred to as a "Senior Trustee", and collectively, as the "Senior Trustees"). The Senior Subordinated Securities may be issued from time to time as either (i) one or more separate, unlimited series of Debt Securities constituting senior subordinated indebtedness under one or more separate indentures (each such indenture and indentures supplemental thereto is hereinafter referred to as a "Senior Subordinated Indenture", and collectively as the "Senior Subordinated Indentures"), in each case between the Corporation and a banking institution organized under the laws of the United States or one of the states thereof (each such banking institution is hereinafter referred to as a "Senior Subordinated Trustee", and collectively as the "Senior Subordinated Trustees"), or (ii) one or more separate, unlimited series of Debt Securities constituting senior subordinated indebtedness under the Senior Subordinated Indentures which is intended to qualify as "Tier II Capital" under the rules and regulations of the Ministry of Finance of Japan and the risk-based capital guidelines of the Federal Reserve Board, if such series have the limited rights of acceleration described under "Description of Debt Securities--Senior Subordinated Securities" and "Description of Debt Securities--Events of Default". The Senior Indentures and the Senior Subordinated Indentures are sometimes herein referred to as the "Indentures", and the Senior Trustees and the Senior Subordinated Trustee are sometimes herein referred to as the "Trustees". The statements under this heading are subject to the detailed provisions of each Indenture. A form of Senior Indenture and a form of Senior Subordinated Indenture pursuant to which Debt Securities have been issued and a form of global Senior Indenture and a form of global Senior Subordinated Indenture pursuant to which Debt Securities may be issued after May 11, 1994 are filed as exhibits to certain of the Registration Statements. Wherever particular provisions of an Indenture or terms defined therein are referred to, such provisions or definitions are incorporated by reference as a part of the statements made and the statements are qualified in their entirety by such reference. The Senior Indentures do not limit the amount of Debt Securities or other unsecured Superior Indebtedness which may be issued thereunder or limit the amount of subordinated debt, secured or unsecured, which may be issued by the Corporation. Except as described herein under "Description of Debt Securities--Certain Restrictive Provisions", the Senior Subordinated Indentures do not limit the amount of Debt Securities or other unsecured Senior Subordinated Indebtedness which may be issued thereunder or limit the amount of Junior Subordinated Indebtedness (as defined below), secured or unsecured, which may be issued by the Corporation. Certain other agreements by which the Corporation is bound relating to outstanding debt limit the amount of Senior Subordinated Indebtedness the Corporation may issue. At March 31, 1994, under the most restrictive of such provisions in any such agreement, the Corporation could issue up to approximately $1.72 billion of Senior Subordinated Indebtedness, of which approximately $300.0 million was issued and outstanding as of March 31, 1994. The Debt Securities are issued in fully registered form and, with regard to each issue of Debt Securities in respect of which this Prospectus is being delivered, in the manner and in the denominations set forth below. The Debt Securities may be issued in one or more series of Senior Securities and/or one or more separate series of Senior Subordinated Securities, in each case with the same or various maturities at par or at a discount. Debt Securities bearing no interest or interest at a rate which at the time of issuance is below market rates ("Original Issue Discount Securities") may be sold at a discount (which may be substantial) below their stated principal amount. Any federal income tax consequences and other special considerations applicable to any such Original Issue Discount Securities will be described in a supplement hereto. Reference is made to the applicable description below for the following terms of the Debt Securities: (i) the designation, aggregate principal amount, and authorized denominations of the Debt Securities; (ii) the date or dates on which the Debt Securities will mature; (iii) the rate or rates (which may be fixed or variable) per annum, if any, at which the Debt Securities bear interest, or the method of determining such rate or rates, or the original issue discount, if applicable; (iv) the times at which any such interest are payable and the date from which any such interest shall accrue; (v) provisions for a sinking, purchase, or other analogous fund, if any; (vi) any redemption terms; 7 (vii) the designation of the office or agency of the Corporation in the Borough of Manhattan, The City of New York, where the Debt Securities may be presented for payment and may be transferred or exchanged by the registered holders thereof or by their attorneys duly authorized in writing; (viii) if other than U.S. dollars, the currency (including composite currencies) in which the principal of, premium, if any, and/or interest on the Debt Securities are payable; (ix) any currency (including composite currencies) other than the stated currency of the Debt Securities in which the principal of, premium, if any, and/or interest on the Debt Securities may, at the election of the Corporation or the holders, be payable, and the periods within which, and terms and conditions upon which, such election may be made; (x) if the amount of payments of principal of, premium, if any, and/or interest on the Debt Securities may be determined with reference to an index, the manner in which such amounts will be determined; (xi) whether the Debt Securities are Senior Securities or Senior Subordinated Securities, or include both; (xii) the Trustee under the Indenture pursuant to which the Debt Securities are issued; and (xiii) other specific terms. Principal, premium, if any, and interest, if any, less applicable withholding taxes, if any, will be payable at the office or agency of the Corporation maintained for such purpose in the Borough of Manhattan, The City of New York, provided that payment of interest, if any, less applicable withholding taxes, if any, may be made at the option of the Corporation by check mailed to the address of the person entitled thereto as it appears on the register of the Corporation. (Section 2.04.) The Indentures provide that the Debt Securities will be transferable by the registered holders thereof, or by their attorneys duly authorized in writing, at the office or agency of the Corporation maintained for such purpose in the Borough of Manhattan, The City of New York or, in the case of the Indentures relating to Debt Securities which may be issued, in such other cities as are designated for such purpose, in the manner and subject to the limitations provided in the Indentures, and upon surrender of the Debt Securities. No service charge will be made for any registration of transfer or exchange of the Debt Securities, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. (Section 2.06.) "Indebtedness", when used in the definition of the terms "Superior Indebtedness", "Senior Subordinated Indebtedness", and "Junior Subordinated Indebtedness", means all obligations which in accordance with generally accepted accounting principles should be classified as liabilities upon a balance sheet and in any event includes all debt and other similar monetary obligations, whether direct or guaranteed. "Superior Indebtedness" means all Indebtedness of the Corporation that is not by its terms subordinate or junior to any other indebtedness of the Corporation. As discussed below, the Senior Securities constitute Superior Indebtedness. "Senior Subordinated Indebtedness" means all Indebtedness of the Corporation that is subordinate only to Superior Indebtedness. As discussed below, the Senior Subordinated Securities constitute Senior Subordinated Indebtedness. "Junior Subordinated Indebtedness" means all Indebtedness of the Corporation that is subordinate to both Superior Indebtedness and Senior Subordinated Indebtedness. Senior Securities The Senior Securities are direct, unsecured obligations of the Corporation, and constitute Superior Indebtedness issued on a parity with the other Superior Indebtedness of the Corporation. At March 31, 1994, approximately $12.6 billion of outstanding Superior Indebtedness was reflected in the Corporation's consolidated unaudited balance sheet. The Senior Securities are senior to all Senior Subordinated Indebtedness, including the Senior Subordinated Securities, which at March 31, 1994 totaled $300.0 million outstanding, and Junior Subordinated Indebtedness, none of which was outstanding at March 31, 1994. The subordination provisions applicable to the Senior Subordinated Securities are discussed below under "Description of Debt Securities--Senior Subordinated Securities". Defined Terms. As used in the descriptions of the Debt Securities below, the following terms shall have the meanings set forth below. Unless otherwise specified, defined terms used in a description of a Debt Security shall have such meanings only as to the Debt Security described therein. 8 "Business Day" means any day other than a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close. "Calculation Agent" means the Corporation. "Commercial Paper Rate" means, for each Interest Period (as defined in the applicable description below), the Money Market Yield (calculated as described below) of the rate on the Interest Determination Date (as defined in the applicable description below) for such Interest Period for commercial paper having a 1-month maturity as such rate is published by the Federal Reserve Board in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication of the Federal Reserve Board ("H.15(519)"), under the heading "Commercial Paper". In the event that such rate is not published by 3:00 P.M., New York City time, on the Calculation Date (as defined in the applicable description below) with respect to such Interest Determination Date, then the Commercial Paper Rate for such Interest Period shall be the Money Market Yield of the rate on that Interest Determination Date for commercial paper having a 30-day maturity as such rate is published by the Federal Reserve Bank of New York in its daily statistical release, "Composite 3:30 P.M. Quotations for U.S. Government Securities", or any successor publication of the Federal Reserve Bank of New York ("Composite Quotations"), under the heading "Commercial Paper". If by 3:00 P.M., New York City time, on such Calculation Date, such rate is not yet published either in H.15(519) or in Composite Quotations, the Commercial Paper Rate for such Interest Period shall be the Money Market Yield of the arithmetic mean of the offered rates of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent as of 11:00 A.M., New York City time, on that Interest Determination Date, for commercial paper having a 1-month maturity placed for an industrial issuer whose bond rating is "AA", or the equivalent, from a nationally recognized rating agency. If the dealers selected as aforesaid by the Calculation Agent were not quoting as mentioned in the preceding sentence, the Commercial Paper Rate for such Interest Period will be equal to the arithmetic mean, as calculated by the Calculation Agent on the Interest Determination Date for such Interest Period, of the offered rates for U.S. dollar deposits having a maturity of one month which appeared on the Reuters Screen LIBO Page (as defined below) as of 11:00 A.M., London time, on such Interest Determination Date, less 15/100ths of 1%; provided that, if fewer than two such offered rates appear, the Commercial Paper Rate for such Interest Period shall be the Commercial Paper Rate in effect for the immediately preceding Interest Period. "Money Market Yield" means a yield (expressed as a percentage) calculated in accordance with the following formula: D x 360 ------------- x 100 Money Market Yield = 360 - (D x M) where "D" refers to the per annum rate for commercial paper, quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number of days in the Interest Period for which interest is being calculated. "Reuters Screen LIBO Page" means the display page designated as page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as may replace the LIBO page on that service for the purpose of displaying London interbank offered rates). "Notes" means, when used in a description of a Debt Security below, the particular Debt Security featured in that description. Terms and Provisions of 8 7/8% Notes Due August 15, 1994 The 8 7/8% Notes Due August 15, 1994 are issued under the Indenture, dated as of October 24, 1984, between the Corporation and The Bank of New York, as successor Trustee to Chemical Bank. The Notes are limited to $200,000,000 aggregate principal amount and will mature on August 15, 1994. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 8 7/8% per annum, payable semi-annually on February 15 and August 15 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such February 15 or August 15. 9 Terms and Provisions of 8.60% Notes Due December 1, 1994 The 8.60% Notes Due December 1, 1994 are issued under the Indenture, dated as of March 7, 1986, between the Corporation and Harris Trust and Savings Bank, as successor Trustee to National Westminster Bank USA. The Notes are limited to $200,000,000 aggregate principal amount and will mature on December 1, 1994. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 8.60% per annum, payable semi-annually on each June 1 and December 1 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such June 1 or December 1. Terms and Provisions of 5 1/2% Notes Due November 1, 1995 The 5 1/2% Notes Due November 1, 1995 are issued under the Indenture, dated as of July 31, 1992, between the Corporation and The First National Bank of Boston, as Trustee. The Notes are limited to $100,000,000 aggregate principal amount and will mature on November 1, 1995. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 5 1/2% per annum, payable semi-annually on each May 1 and November 1 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such May 1 or November 1. Terms and Provisions of 5.65% Notes Due November 15, 1995 The 5.65% Notes Due November 15, 1995 are issued under the Indenture, dated as of July 31, 1992, between the Corporation and BankAmerica National Trust Company, formerly known as BankAmerica Trust Company of New York, as Trustee. The Notes are limited to $150,000,000 aggregate principal amount and will mature on November 15, 1995. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 5.65% per annum, payable semi-annually on each May 15 and November 15 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such May 15 or November 15. Terms and Provisions of 5 7/8% Notes Due December 1, 1995 The 5 7/8% Notes Due December 1, 1995 are issued under the Indenture, dated as of October 24, 1984, between the Corporation and The Chase Manhattan Bank (National Association), as Trustee. The Notes are limited to $100,000,000 in aggregate principal amount and will mature on December 1, 1995. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 5 7/8% per annum, payable semi-annually on each June 1 and December 1 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such June 1 or December 1. Terms and Provisions of Floating Rate Notes Due December 15, 1995 The Floating Rate Notes Due December 15, 1995 are issued under the Indenture, dated as of February 1, 1993, between the Corporation and The Bank of New York, as Trustee. The Notes are limited to $200,000,000 aggregate principal amount and will mature on December 15, 1995. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate described below, payable quarterly in arrears on the fifteenth day of each March, June, September and December (each an "Interest Payment Date") to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding the Interest Payment Date. The rate of interest on the Notes will be reset weekly on the Tuesday of each week (the "Interest Reset Date"), except as provided below. The annual rate of interest for each Interest Reset Date will be the Treasury Rate (as defined below) plus a spread of .20%, except that the interest rate in effect for the period commencing six Business Days next preceding each Interest Payment Date will be the interest rate in effect for the Business Day which is six Business Days next preceding such Interest Payment Date. "Treasury Rate" means, with respect to any Interest Determination Date (as defined below), the rate for the auction of direct obligations of the United States ("Treasury bills") held on such Interest Determination Date having a three-month maturity as published by the Federal Reserve Board in H.15(519), under the heading "Treasury bills--auction average (investment)". If Treasury bills have been auctioned on such Interest Determination Date but such rate has not been so published by 9:00 A.M., New York City time, on the Calculation Date 10 pertaining to such Interest Determination Date, then the Treasury Rate means, with respect to such Interest Determination Date, the auction average rate for the aforementioned auction for such Interest Determination Date (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise reported by the United States Department of the Treasury. In the event that the results of the auctions of Treasury bills are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date or no auction was held during the week in which the Interest Reset Date falls (or on the Friday preceding such week) as described below, then the Treasury Rate will be calculated by the Calculation Agent and shall be the yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Interest Determination Date of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the three-month maturity; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as described in this sentence, the Treasury Rate will be the Treasury Rate in effect on such Interest Determination Date. The "Interest Determination Date" for each Interest Reset Date will be the day of the week in which such Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as a result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The "Calculation Date" with respect to an Interest Determination Date will be the earlier of (i) the fifth Business Day after each Interest Determination Date, or (ii) the Business Day next preceding the applicable Interest Payment Date. Terms and Provisions of 8 3/4% Notes Due February 15, 1996 The 8 3/4% Notes Due February 15, 1996 are issued under the Indenture, dated as of July 16, 1990, between the Corporation and Harris Trust and Savings Bank, as Trustee. The Notes are limited to $250,000,000 aggregate principal amount and will mature on February 15, 1996. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 8 3/4% per annum, payable semi-annually on each February 15 and August 15 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such February 15 or August 15. Terms and Provisions of 4.75% Notes Due March 15, 1996 The 4.75% Notes Due March 15, 1996 are issued under the Indenture, dated as of July 31, 1992, between the Corporation and BankAmerica National Trust Company, formerly known as BankAmerica Trust Company of New York, as Trustee. The Notes are limited to $150,000,000 aggregate principal amount and will mature on March 15, 1996. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 4.75% per annum, payable semi-annually on each March 15 and September 15 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such March 15 or September 15. Terms and Provisions of 8 7/8% Notes Due June 15, 1996 The 8 7/8% Notes Due June 15, 1996 are issued under the Indenture, dated as of March 7, 1986, between the Corporation and Harris Trust and Savings Bank, as successor Trustee to National Westminster Bank USA. The Notes are limited to $150,000,000 aggregate principal amount and will mature on June 15, 1995. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 8 7/8% per annum, payable semi-annually on each June 15 and December 15 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such June 15 or December 15. 11 Terms and Provisions of 6% Amortizing Notes Due February 15, 1997 The 6% Amortizing Notes Due February 15, 1997 are issued under the Indenture, dated as of July 14, 1989, between the Corporation and The First National Bank of Chicago, as Trustee. The Notes are limited to $150,000,000 aggregate principal amount (of which, at February 15, 1994, $45,000,000 aggregate principal amount had been amortized) and will mature on February 15, 1997. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 6% per annum, payable semi-annually on each February 15 and August 15 to the persons in whose names the Notes are registered at the close of business on the January 31 or July 31, as the case may be, next preceding such February 15 or August 15, as the case may be. The remaining principal installments to be paid on each payment date for each $1,000 original principal amount of Notes is set forth below: Principal Payment Date Repayment ------------ --------- August 15, 1994..................................................... $100 February 15, 1995................................................... 100 August 15, 1995..................................................... 100 February 15, 1996................................................... 100 August 15, 1996..................................................... 100 February 15, 1997................................................... 200 Terms and Provisions of 5 3/4% Notes Due March 21, 1997 The 5 3/4% Notes Due March 21, 1997 are issued under the Indenture, dated as of October 24, 1984, between the Corporation and The Chase Manhattan Bank (National Association), as Trustee. The Notes are limited to $100,000,000 aggregate principal amount and will mature on March 21, 1997. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 5 3/4% per annum, payable semi-annually on each March 21 and September 21 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such March 21 or September 21. Terms and Provisions of 8 3/4% Notes Due July 1, 1997 The 8 3/4% Notes Due July 1, 1997 are issued under the Indenture, dated as of October 24, 1984, between the Corporation and The First National Bank of Chicago, as successor Trustee to Morgan Guaranty Trust Company of New York. The Notes are limited to $150,000,000 aggregate principal amount and will mature on July 1, 1997. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 8 3/4% per annum, payable semi-annually on each January 1 and July 1 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such January 1 or July 1. Terms and Provisions of Floating Rate Renewable Notes The Floating Rate Renewable Notes are issued under the Indenture, dated as of September 14, 1987, between the Corporation and United States Trust Company of New York, as Trustee. The Notes are limited to $500,000,000 aggregate principal amount and have variable maturities. During the period not less than 15 nor more than 30 days prior to the second Wednesday of each month (each an "Interest Payment Date") occurring in any March, June, September or December (each an "Election Period"), the holder of any Note shall have the option to elect a final maturity date for such Note which is the Interest Payment Date occurring nine months after the Interest Payment Date immediately following the applicable Election Period. If the holder of any Note does not so elect, the maturity of such Note shall be extended automatically to the Interest Payment Date occurring 12 months after the Interest Payment Date immediately following the applicable Election Period. All Notes outstanding on the Interest Payment Date occurring in March, 1998 will be paid by the Corporation at 100% of their principal amount together with accrued interest to but excluding the date of payment. At March 31, 1994, $61,500,000 aggregate principal amount of the Notes was outstanding. The Notes are redeemable at the option of the Corporation on any Interest Payment Date, as a whole or from time to time in part, at 100% of the principal amount thereof plus accrued interest thereon to but excluding the redemption date. 12 The Notes bear interest for each Interest Period (as defined below) at a rate per annum equal to the Commercial Paper Rate for such Interest Period, plus 15/100ths of 1%, payable to the persons in whose names the Notes are registered at the close of business on the fifteenth day prior to each Interest Payment Date. The "Interest Determination Date" for each Interest Period shall be the last Business Day prior to the first day of such Interest Period. The "Calculation Date" with respect to an Interest Determination Date shall be the tenth Business Day after each Interest Determination Date. The "Interest Period" shall mean the period beginning on and including the issue date and ending on and including the day preceding the first Interest Payment Date and thereafter the period beginning on and including the day after the last day of the preceding Interest Period and ending on and including the day preceding the next succeeding Interest Payment Date or the maturity date or the redemption date, as the case may be. Terms and Provisions of 5 5/8% Notes Due April 1, 1998 The 5 5/8% Notes Due April 1, 1998 are issued under the Indenture, dated as of February 1, 1993, between the Corporation and Citibank, N.A., as Trustee. The Notes are limited to $100,000,000 aggregate principal amount and will mature on April 1, 1998. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 5 5/8% per annum, payable semi-annually on each April 1 and October 1 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such April 1 or October 1. Terms and Provisions of 8 3/4% Notes Due April 15, 1998 The 8 3/4% Notes Due April 15, 1998 are issued under the Indenture, dated as of October 24, 1984, between the Corporation and The First National Bank of Chicago, as successor Trustee to Morgan Guaranty Trust Company of New York, as Trustee. The Notes are limited to $150,000,000 aggregate principal amount and will mature on April 15, 1998. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 8 3/4% per annum, payable semi-annually on each April 15 and October 15 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such April 15 or October 15. Terms and Provisions of Floating Rate Notes due January 15, 1999 The Floating Rate Notes due January 15, 1999 are issued under the Indenture, dated as of February 1, 1993, between the Corporation and PNC Bank, National Association, formerly known as Pittsburgh National Bank, as Trustee. The Notes are limited to $250,000,000 aggregate principal amount and will mature on January 15, 1999. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate described below, payable quarterly in arrears on the fifteenth day of January, April, July and October (each an "Interest Payment Date") to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding the Interest Payment Date. The rate of interest on the Notes will be reset quarterly on the second day next preceding each Interest Payment Date commencing April 15, 1994 (each an "Interest Reset Date"). The annual rate of interest for each Interest Reset Date will be (i) LIBOR (as defined below) in effect on the Interest Determination Date (as defined below) for such Interest Reset Date plus (ii) a spread of .125%. The "Interest Determination Date" for each Interest Reset Date shall be two London Business Days (as defined below) next preceding such Interest Reset Date. The "Calculation Date" with respect to an Interest Determination Date shall be the earlier of (i) the fifth Business Day after each Interest Determination Date or (ii) the Business Day preceding the applicable Interest Payment Date. The applicable "LIBOR" will be determined on each Interest Determination Date by the Calculation Agent in accordance with the following provisions: (i) On each Interest Determination Date, LIBOR will be the rate for deposits in U.S. dollars having a maturity of three months which appears on the Telerate Page 3750 as of 11:00 A.M., London time, on such Interest Determination Date. (ii) If on any Interest Determination Date such rate for deposits in U.S. dollars having a maturity of three months does not appear on the Telerate Page 3750 as specified in (i) above, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars are offered by four major banks in the London interbank market selected by the Calculation Agent 13 at approximately 11:00 A.M., London time, on such Interest Determination Date to prime banks in the London interbank market having a maturity of three months and in a principal amount equal to an amount that is representative of 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 for that Interest Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, LIBOR for that 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 11:00 A.M., New York City time, on such Interest Determination Date for loans in U.S. dollars to leading European banks, having a maturity of three months and in a principal amount equal to an amount that is representative of 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 above, LIBOR will be LIBOR in effect on such Interest Determination Date. "London Business Day" shall mean any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. "Telerate Page 3750" means the display 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 of major banks). Terms and Provisions of Term Floating Rate Renewable Notes The Term Floating Rate Renewable Notes are issued under the Indenture, dated as of October 24, 1984, between the Corporation and The Chase Manhattan Bank (National Association), as Trustee. The Notes are limited to $250,000,000 aggregate principal amount and have variable maturities. During the period beginning 15 days prior to the second Wednesday of each month (each an "Interest Payment Date") occurring in any February, May, August or November and ending on and including the later of (A) such Interest Payment Date or (B) the 729th day prior to the Interest Payment Date occurring in the 24th month after such February, May, August or November (each an "Election Period"), the holder of any Note shall have the option to elect a final maturity date for such Note which is the Interest Payment Date occurring in the 21st month after the Interest Payment Date occurring within such Election Period. If the holder of any Note does not so elect, the maturity of such Note will be extended automatically to the Interest Payment Date occurring in the 24th month after the Interest Payment Date occurring within such Election Period. All Notes outstanding on the Interest Payment Date occurring in November, 2003 will be paid by the Corporation at 100% of their principal amount together with accrued interest to but excluding the date of payment. At March 31, 1994, $20,000,000 aggregate principal amount of the Notes was outstanding. The Notes are redeemable at the option of the Corporation on any Interest Payment Date, as a whole or from time to time in part, at 100% of the principal amount thereof plus accrued interest thereon to but excluding the redemption date. The Notes bear interest for each Interest Period (as defined below) at a rate per annum equal to the Commercial Paper Rate for such Interest Period, plus 20/100ths of 1%, provided that if the holder of any Note elects to terminate the automatic extension of the maturity of all or part of such Note, then the portion of such Note for which a final maturity date has been elected will bear interest for each of the twelve Interest Periods immediately preceding such final maturity date at a rate per annum equal to the Commercial Paper Rate for such Interest Period, plus 15/100ths of 1%. Interest payable prior to maturity will be payable to the persons in whose names the Notes are registered at the close of business on the fifteenth day prior to each Interest Payment Date. The "Interest Determination Date" for each Interest Period shall be the last Business Day prior to the first day of such Interest Period. The "Calculation Date" with respect to an Interest Determination Date shall be the tenth Business Day after each Interest Determination Date. "Interest Period" shall mean the period beginning on and including the issue date and ending on and including the day preceding the first Interest Payment Date and thereafter the period beginning on and including the day after the last day of the preceding Interest Period and ending on and including the day preceding the next succeeding Interest Payment Date or the maturity date or the redemption date, as the case may be. 14 Terms and Provisions of 5 7/8% Notes Due October 15, 2008 The 5 7/8% Notes Due October 15, 2008 are issued under the Indenture, dated as of July 14, 1989, between the Corporation and The First National Bank of Chicago, as Trustee. The Notes are limited to $200,000,000 aggregate principal amount and will mature on October 15, 2008. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 5 7/8% per annum, payable semi-annually on April 15 and October 15 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such April 15 or October 15. The Notes are listed on the New York Stock Exchange. Senior Subordinated Securities The Senior Subordinated Securities are direct, unsecured obligations of the Corporation subordinated as to principal, premium, if any, and interest to the prior payment in full of all Superior Indebtedness of the Corporation, including the Senior Securities. In the event of any insolvency, bankruptcy, receivership, liquidation, reorganization, or similar proceedings or proceedings for voluntary liquidation, dissolution, or other winding up of the Corporation, whether or not involving insolvency or bankruptcy proceedings, the holders of Superior Indebtedness will first be paid in full before any payment on account of principal, premium, if any, or interest is made on the Senior Subordinated Securities. An event of default under and/or acceleration of Superior Indebtedness does not in itself result in the suspension of payments on Senior Subordinated Securities. However, in the event the Senior Subordinated Securities are declared due and payable before their expressed maturity because of the occurrence of one of the events of default specified in the Senior Subordinated Indentures, holders of the Senior Subordinated Securities will be entitled to payment only after payment in full of Superior Indebtedness or provision for such payment is made. By reason of the foregoing subordination, in the event of insolvency, holders of Superior Indebtedness may recover more, ratably, than the holders of the Senior Subordinated Securities. The Senior Subordinated Securities are intended to rank in all respects on a parity with all other Senior Subordinated Indebtedness, including the Corporation's outstanding Senior Subordinated Securities, and superior in right of payment to all Junior Subordinated Indebtedness and all outstanding capital stock. Senior Subordinated Securities of certain series may meet the requirements necessary for such series to be considered "Tier II Capital" under the rules and regulations of the Ministry of Finance of Japan and the risk-based capital guidelines of the Federal Reserve Board. If it is intended that any series be considered Tier II Capital, such series of the Senior Subordinated Securities may provide that the maturity date of any such series so designated by the Corporation in a supplement hereto will be subject to acceleration only in the event of certain circumstances related to the insolvency of the Corporation. Terms and Provisions of 9 1/4% Medium-Term Senior Subordinated Capital Notes Due March 15, 2001 The 9 1/4% Medium-Term Senior Subordinated Capital Notes Due March 15, 2001 are issued under the Indenture, dated May 1, 1988, as amended by Supplement No. 1 thereto, dated as of January 15, 1991, between the Corporation and The Bank of New York, as Trustee. The Notes are limited to $100,000,000 aggregate principal amount and will mature on March 15, 2001. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 9 1/4% per annum, payable semi-annually on each March 15 and September 15 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such March 15 or September 15. The Notes constitute Tier II Capital and are subject to acceleration only in the event of certain circumstances relating to the insolvency of the Corporation. Terms and Provisions of 8 3/8% Senior Subordinated Capital Notes Due November 1, 2001 The 8 3/8% Senior Subordinated Capital Notes Due November 1, 2001 are issued under the Indenture, dated as of May 1, 1988, as amended by Supplement No. 1, dated as of January 15, 1991, between the Corporation and The Bank of New York, as Trustee. The Notes are limited to $100,000,000 aggregate principal amount and will mature on November 1, 2001. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 8 3/8% per annum, payable semi-annually on each May 1 and November 1 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such May 1 or November 1. The Notes constitute Tier II Capital and are subject to acceleration only in the event of certain circumstances relating to the insolvency of the Corporation. 15 Terms and Provisions of 6.98% Senior Subordinated Capital Notes Due March 1, 2004 The 6.98% Senior Subordinated Capital Notes Due March 1, 2004 are issued under the Indenture, dated as of May 1, 1988, as amended by Supplement No. 1, dated as of January 15, 1991, between the Corporation and The Bank of New York, as Trustee. The Notes are limited to $100,000,000 aggregate principal amount and will mature on March 1, 2004. The Notes are not redeemable prior to maturity and are not entitled to any sinking fund. The Notes bear interest at the rate of 6.98% per annum, payable semi-annually on each March 1 and September 1 to the persons in whose names the Notes are registered at the close of business on the fifteenth day next preceding such March 1 or September 1. The Notes constitute Tier II Capital and are subject to acceleration only in the event of certain circumstances relating to the insolvency of the Corporation. Certain Restrictive Provisions Except as set forth in the third sentence of this paragraph, no Indenture limits the amount of other securities which may be issued by the Corporation or its subsidiaries, but each contains a covenant that neither the Corporation nor any subsidiary will create or incur any mortgage, pledge, or other lien on any of its properties, except intercompany pledges from a subsidiary to the Corporation or to another wholly-owned subsidiary of the Corporation; purchase money liens or liens existing on properties hereafter acquired; liens on properties of subsidiaries existing at the time of acquisition of the subsidiary; liens created in the ordinary course of business by subsidiaries for money borrowed if such subsidiaries prior to becoming such had borrowed on a secured basis; liens created in the ordinary course of business by subsidiaries operating outside the territorial limits of the United States if in the countries in which such liens are created, it is necessary or appropriate to borrow on a secured basis or to deposit collateral to secure all or any of its obligations; renewals or refundings of any of the foregoing; and certain other minor exceptions. In the case of Debt Securities which may be issued after May 11, 1994, the Indentures with respect thereto will also permit additional consensual liens in the ordinary course of business that secure indebtedness which would not be included in total liabilities as shown on the Corporation's consolidated balance sheet; sales of securitized assets or property of the Corporation or its subsidiaries; and liens that secure certain other indebtedness which, in the aggregate principal amount then outstanding, does not exceed 10% of the Corporation's consolidated tangible net worth. (Section 6.04.) In addition, the Senior Subordinated Indentures provide that the Corporation will not permit (i) the aggregate amount of Senior Subordinated Indebtedness outstanding at any time to exceed 100% of the aggregate amount of the par value of the capital stock plus the surplus (including retained earnings) of the Corporation and its consolidated subsidiaries or (ii) the aggregate amount of Senior Subordinated Indebtedness and Junior Subordinated Indebtedness outstanding at any time to exceed 150% of the aggregate amount of the par value of the capital stock plus the surplus (including retained earnings) of the Corporation and its consolidated subsidiaries. (Senior Subordinated Indenture Section 6.05.) Under the more restrictive of such tests in the Senior Subordinated Indentures, as of March 31, 1994, the Corporation could issue up to approximately $1.42 billion of additional Senior Subordinated Indebtedness. For information as to restrictions in other agreements on the Corporation's ability to issue Senior Subordinated Indebtedness, see "Description of Debt Securities--General" above. The holders of at least a majority in principal amount of the outstanding Debt Securities of any series may, on behalf of the holders of all Debt Securities of that series, waive, insofar as that series is concerned, compliance by the Corporation with the foregoing restrictions. (Senior Indenture Section 6.06, Senior Subordinated Indenture Section 6.07.) Each Indenture provides that, subject to the restrictions described in the first sentence of the first paragraph under this caption, nothing contained in such Indenture will prevent the consolidation or merger of the Corporation with or into any other corporation, or the merger into the Corporation of any other corporation, or the sale by the Corporation of its property and assets as, or substantially as, an entirety, or otherwise. Notwithstanding the foregoing: (i) in the event of any such consolidation or merger in which the Corporation is not the surviving corporation, the surviving corporation must succeed to and be substituted for the Corporation and must expressly assume by an indenture executed and delivered to the applicable Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all Debt Securities then outstanding and the performance and observance of every covenant and condition of such Indenture which is required to be performed or observed by the Corporation, and (ii) as a condition to any sale of the property and assets of the Corporation as, or substantially as, an entirety, the corporation to which such property and assets will be sold must (a) expressly assume, as part of the purchase price thereof, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all Debt Securities and the performance and observance of every covenant and condition of such Indenture 16 which is required to be performed or observed by the Corporation, and (b) simultaneously with the delivery to it of the conveyances or instruments of transfer of such property and assets, execute and deliver to the applicable Trustee a proper indenture in form satisfactory to such Trustee, pursuant to which such purchasing corporation will assume the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all Debt Securities then outstanding and the performance and observance of every covenant and condition of such Indenture which is required to be performed or observed by the Corporation, to the same extent that the Corporation is bound and liable. (Senior Indenture Section 15.01, Senior Subordinated Indenture Section 16.01.) Compliance by the Corporation with the foregoing restrictions may not be waived by or on behalf of the holders of the outstanding Debt Securities. For information as to the modification of each Indenture, see "Description of Debt Securities--Modification of Indenture" below. Other than the foregoing restrictions, no Indenture contains covenants of the Corporation or provisions which afford additional protection to holders of outstanding Debt Securities in the event of a highly leveraged transaction involving the Corporation. Modification of Indenture Each Indenture contains provisions permitting the Corporation and the Trustee thereunder to add any provisions to or change in any manner or eliminate any of the provisions of such Indenture or any indenture supplemental thereto or to modify in any manner the rights of the holders of any series of Debt Securities with the consent of the holders of not less than 66 2/3% in aggregate principal amount of such series of Debt Securities at the time outstanding, except that no such amendment or modification may (i) extend the fixed maturity of any Debt Security, reduce the rate or extend the time of payment of interest thereon, reduce the amount of the principal thereof, or premium, if any, payable with respect thereto, or reduce the amount of an Original Issue Discount Security payable upon the acceleration of the stated maturity thereof, without the consent of the holder of such Debt Security, or (ii) reduce the aforesaid percentage of any series of Debt Securities, the holders of which are required to consent to any such amendment or modification, without the consent of the holders of all the Debt Securities of such series then outstanding. (Section 14.02.) Outstanding Debt Securities In determining whether the holders of the requisite principal amount of outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent, or waiver under any Indenture, (i) the principal amount of an Original Issue Discount Security that will be deemed to be outstanding for such purposes will be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof upon an event of default and (ii) the principal amount of a Debt Security denominated in a foreign currency or currencies will be the U.S. dollar equivalent, determined on the date of original issuance of such Debt Security, of the principal amount. (Section 1.02.) Events of Default Each Indenture defines an "event of default" with respect to any series of Debt Securities as being any one of the following events and such other events as may be established for the Debt Securities of a particular series: (i) default for thirty days in any payment of interest on such series; (ii) default in any payment of principal of, and premium, if any, on such series when due; (iii) default in the payment of any sinking fund installment of such series when due; (iv) default for thirty days after appropriate notice in performance of any other covenant in such Indenture (other than a covenant included in the Indenture solely for the benefit of another series of Debt Securities); (v) certain events in bankruptcy, insolvency, or reorganization; or (vi) default in the payment of any installment of interest on any evidence of indebtedness of, or assumed or guaranteed by, the Corporation (other than indebtedness subordinated to such series), or in the payment of any principal of any such evidence of indebtedness, and with respect to which any period of grace shall have expired, after appropriate notice. (Section 7.01.) Each Indenture provides that the Trustee may withhold notice of any default (except in the payment of principal of, premium, if any, or interest, if any, on any series of Debt Securities) if it considers such withholding in the interests of the holders of such series of Debt Securities issued thereunder. (Section 11.03.) Except as set forth below, each Indenture provides that the Trustee thereunder or the holders of not less than 25% in principal amount of any series of Debt Securities then outstanding may declare the principal of all Debt Securities of such series to be due and payable on an event of default. (Section 7.02.) Notwithstanding the foregoing, each series of Senior Subordinated 17 Securities which is considered "Tier II" has provided that the Senior Subordinated Trustee or the holders of at least 25% in aggregate principal amount of the Senior Subordinated Securities of that series which are then outstanding may declare the principal of all Senior Subordinated Securities of that series to be due and payable immediately only if an event of default pursuant to (v) above shall have occurred and be continuing. With respect to any series of Debt Securities which are Original Issue Discount Securities reference is made to the description of such series above for the particular provisions relating to acceleration of the maturity of a portion of the principal amount of such Original Issue Discount Securities upon the occurrence of an event of default and the continuation thereof. Within 120 days after the close of each fiscal year, the Corporation must file with each Trustee a statement, signed by specified officers, stating whether or not such officers have knowledge of any default, and, if so, specifying each such default, the nature thereof and what action, if any, has been taken to cure such default. (Senior Indenture Section 6.05, Senior Subordinated Indenture Section 6.06.) Subject to provisions relating to its duties in case of default, no Trustee is under any obligation to exercise any of its rights or powers thereunder at the request, order, or direction of any holders of any series of Debt Securities, unless such holders shall have offered to such Trustee reasonable indemnity. (Section 11.01.) Subject to such provisions for indemnification, the holders of a majority in principal amount of any series of Debt Securities outstanding may direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee thereunder, or of exercising any trust or power conferred upon such Trustee. (Section 7.08.) Defeasance of the Indenture and Debt Securities The Corporation at any time may, subject to certain restrictions, satisfy its obligations with respect to payments of principal of, premium, if any, and interest, if any, on the Debt Securities of any series by irrevocably depositing in trust with the Trustee money or, in the case of Debt Securities which may be issued after May 11, 1994, U.S. Government Obligations (as defined in the Indenture) or a combination thereof sufficient to make such payments when due. If such deposit is sufficient to make all payments of (i) interest, if any, on the Debt Securities of such series prior to and on their redemption or maturity, as the case may be, and (ii) principal of, and premium, if any, on the Debt Securities of such series when due upon redemption or at the designated maturity date, as the case may be, then all the obligations of the Corporation with respect to the Debt Securities of such series and the Indenture insofar as it relates to the Debt Securities of such series will be satisfied and discharged (except as otherwise provided in the Indenture). In the event of any such defeasance, holders of the Debt Securities of such series would be able to look only to such trust fund for payment of principal of, premium, if any, and interest, if any, on the Debt Securities of such series until the designated maturity date or redemption. (Sections 12.01, 12.02 and 12.03.) For Debt Securities which may be issued after May 11, 1994, the Indentures relating thereto will also provide that such a trust may only be established if, among other things, (i) the Corporation has obtained an opinion of legal counsel (which may be based on a ruling from, or published by, the Internal Revenue Service) to the effect that holders of the Debt Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred and (ii) at that time, with respect to any series of Debt Securities then listed on The New York Stock Exchange, the rules of The New York Stock Exchange do not prohibit such deposit with the Trustee. Permanent Global Debt Securities Certain series of Debt Securities may have been issued as permanent global Debt Securities. Each such global Debt Security has been deposited with, or on behalf of, The Depository Trust Company, as depositary (the "Depositary"), or its nominee and registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, permanent global Debt Securities will not be exchangeable for definitive certificated Debt Securities. Ownership of beneficial interest in a permanent global Debt Security will be limited to institutions that have accounts with the Depositary or its nominee ("participants") or persons that may hold interests through participants. In addition, ownership of beneficial interests by participants in such permanent global Debt Security will be evidenced only by, and the transfer of that ownership interest will be effected only through, records maintained by the 18 Depositary or its nominee for such permanent global Debt Security. Ownership of beneficial interests in such permanent global Debt Security by persons that hold through participants will be evidenced only by, and the transfer of that ownership interest within such participant will be effected only through, records maintained by such participant. The Depositary has no knowledge of the actual beneficial owners of the Debt Securities. Beneficial owners will not receive written confirmation from the Depositary of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the participants through which the beneficial owners entered the transaction. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability to transfer beneficial interests in such permanent global Debt Security. The Corporation has been advised by the Depositary that upon the issuance of a permanent global Debt Security and the deposit of such permanent global Debt Security with the Depositary, the Depositary will immediately credit, on its book-entry registration and transfer system, the respective principal amounts represented by such permanent global Debt Security to the accounts of participants. Payment of principal of and interest on Debt Securities represented by a permanent global Debt Security registered in the name of or held by the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner and holder of the permanent global Debt Security representing such Debt Securities. The Corporation has been advised by the Depositary that upon receipt of any payment of principal of or interest on a permanent global Debt Security, the Depositary will immediately credit, on its book-entry registration and transfer system, accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal amount of such permanent global Debt Security as shown in the records of the Depositary. Payments by participants to owners of beneficial interests in a permanent global Debt Security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the sole responsibility of such participants, subject to any statutory or regulatory requirements as may be in effect from time to time. None of the Corporation, the Trustees, or any other agent of the Corporation or the Trustees will have any responsibility or liability for any aspect of the records of the Depositary, any nominee, or any participant relating to, or payments made on account of, beneficial interests in a permanent global Debt Security or for maintaining, supervising, or reviewing any of the records of the Depositary, any nominee, or any participant relating to such beneficial interests. A permanent global Debt Security is exchangeable for definitive Debt Securities registered in the name of, and a transfer of a permanent global Debt Security may be registered to, any person other than the Depositary or its nominee, only if: (a) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for such permanent global Debt Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) the Corporation in its sole discretion determines that such permanent global Debt Security shall be exchangeable for definitive Debt Securities in registered form; or (c) there shall have occurred and be continuing an event of default under the Indenture and the Depositary is notified by the Corporation or the Trustee that such global Debt Security shall be exchangeable for definitive Debt Securities in registered form. Any permanent global Debt Security that is exchangeable pursuant to the preceding sentence will be exchangeable in whole for definitive Debt Securities in registered form, of like tenor and of an equal aggregate principal amount as the permanent global Debt Security, in denominations of $1,000 and integral multiples thereof. Such definitive Debt Securities will be registered in the name or names of such person or persons as the Depositary shall instruct the Trustee. It is expected that such instructions may be based upon directions received by the Depositary from its participants with respect to ownership of beneficial interests in such permanent global Debt Security. Except as provided above, owners of beneficial interests in such permanent global Debt Security will not be entitled to receive physical delivery of Debt Securities in definitive form and will not be considered the holders thereof for any purpose under the Indentures, and no permanent global Debt Security shall be exchangeable, except for another permanent global Debt Security of like denomination and tenor to be registered in the name of the Depositary or its 19 nominee. Accordingly, each person owning a beneficial interest in such permanent global Debt Security must rely on the procedures of the Depositary and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the Indentures. The Corporation understands that, under existing industry practices, in the event that the Corporation requests any action of holders, or an owner of a beneficial interest in such permanent global Debt Security desires to give or take any action that a holder is entitled to give or take under the Indentures, the Depositary would authorize the participants holding the relevant beneficial interests to give or take such action, and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them. The Depositary has advised the Corporation that the Depositary is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under the Exchange Act. The Depositary was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depositary's participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. The Depositary is owned by a number of its participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the Depositary's book-entry system is also available to others, such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to the Depositary and its participants are on file with the Securities and Exchange Commission. So long as Debt Securities of any series are represented by a permanent global Debt Security or Debt Securities, all payments of principal thereon will be made by the Corporation in immediately available funds. Secondary trading in long-term notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, so long as the Debt Securities are represented by a permanent global Debt Security or Debt Securities registered in the name of the Depositary or its nominee, such Debt Securities will trade in the Depositary's Same-Day Funds Settlement System, and secondary market trading activity in such Debt Securities will therefore be required by the Depositary to settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in such Debt Securities. Information Concerning the Trustees, Registrars, Paying Agents and Authenticating Agents The Corporation from time to time may borrow from each of the Trustees, and the Corporation and certain of its subsidiaries maintain deposit accounts and conduct other banking transactions with some of the Trustees. A Trustee under a Senior Indenture or a Senior Subordinated Indenture may act as trustee under any of the Corporation's other indentures. Certain Trustees may act as registrar and paying agent on one or more series of Debt Securities. Chemical Bank serves as the registrar, paying agent and authenticating agent with respect to certain of the Debt Securities. CBC is the parent corporation of Chemical Bank. PLAN OF DISTRIBUTION This Prospectus is to be used by CSI and/or its affiliates in connection with offers and sales related to market-making transactions in the Debt Securities by and through CSI and/or its affiliates, at negotiated prices related to prevailing market prices at the time of sale or otherwise. CSI and/or its affiliates may act as principal or agent in such transactions. The Debt Securities may be offered on the New York Stock Exchange in the event the particular issue of Debt Securities has been listed thereon, or off such exchange in negotiated transactions, or otherwise. The Corporation and CSI are parties to an agreement, dated as of June 30, 1994 (the "Suspension Agreement"), a copy of which is filed as an exhibit to the Registration Statement of which this Prospectus forms a part. The Suspension Agreement provides that, upon notice to CSI by the Corporation of the occurrence of certain events, offers and sales of Debt Securities pursuant to this Prospectus must be discontinued until advised by the Corporation that such offers and sales may be resumed. 20 CSI is a wholly-owned subsidiary of CBC, which owns a forty percent (40%) common stock interest in the Corporation through MHC Holdings. Given CBC's status as a minority stockholder of the Corporation and the limitations on its participation in the Corporation's business affairs contained in the Stockholders Agreement, the Corporation and CBC are of the view that CBC does not control, and therefore is not an affiliate of, the Corporation for purposes of the Federal securities laws. ERISA MATTERS The Corporation and CSI may be considered a "party in interest" within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and a "disqualified person" under corresponding provisions of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to certain employee benefit plans. Certain transactions between an employee benefit plan and a party in interest or disqualified person may result in "prohibited transactions" within the meaning of ERISA and the Code. ANY EMPLOYEE BENEFIT PLAN PROPOSING TO INVEST IN THE DEBT SECURITIES SHOULD CONSULT WITH ITS LEGAL COUNSEL REGARDING THE CONSEQUENCES OF ITS PROPOSED INVESTMENT IN THE DEBT SECURITIES. EXPERTS The financial statements and schedule listed under the heading "Exhibits, Financial Statement Schedule and Reports on Form 8-K" in the Corporation's 1993 Annual Report on Form 10-K incorporated by reference herein have been incorporated by reference herein in reliance upon the reports of KPMG Peat Marwick, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick covering the December 1993 consolidated financial statements refers to a change in the method of accounting for post-retirement benefits other than pensions in 1993. 21 ================================================================================ No salesman or any other person has been authorized by the Corporation or any dealer, agent, or underwriter to give any information or to make any representation, other than as contained in this Prospectus or the documents incorporated by reference, in connection with the offer contained in this Prospectus and, if given or made, such information or representation must not be relied upon. This Prospectus does not constitute any offer by any dealer, agent or underwriter to sell, or a solicitation of an offer to buy, securities in any state to any person to whom it is unlawful for such dealer, agent or underwriter to make such offer or solicitation in such state. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Corporation and its subsidiaries since the date of the information contained herein. ----------------- TABLE OF CONTENTS Page ---- Available Information................................................. 2 Documents Incorporated by Reference................................... 2 The Corporation....................................................... 3 Ratios of Earnings to Fixed Charges................................... 6 Description of Debt Securities........................................ 7 Plan of Distribution.................................................. 20 ERISA Matters......................................................... 21 Experts............................................................... 21 [LOGO] The CIT Group Holdings, Inc. Debt Securities ---------------- PROSPECTUS ---------------- July 1, 1994 ================================================================================ PART II. INFORMATION NOT REQUIRED IN PROSPECTUS. Item 15. Indemnification of Directors and Officers. Subsection (a) of Section 145 of the General Corporation Law of Delaware empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation except that no indemnification may be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 further provides that to the extent a director, officer, employee, or agent of a corporation has been successful in the defense of any action, suit, or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and empowers the corporation to purchase and maintain insurance on behalf of any person acting in any of the capacities set forth in the second preceding paragraph against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities under Section 145. Article X of the By-laws of the Registrant provides, in effect, that, in addition to any rights afforded to an officer, director or employee of the Registrant by contract or operation of law, the Registrant may indemnify any person who is or was a director, officer, employee, or agent of the Registrant, or of any other corporation which he served at the request of the Registrant, against any and all liability and reasonable expense incurred by him in connection with or resulting from any claim, action, suit, or proceeding (whether brought by or in the right of the Registrant or such other corporation or otherwise), civil or criminal, in which he may have become involved, as a party or otherwise, by reason of his being or having been such director, officer, employee, or agent of the Registrant or such other corporation, whether or not he continues to be such at the time such liability or expense is incurred, provided that such person acted in good faith and in what he reasonably believed to be the best interests of the Registrant or such other corporation, and, in connection with any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Article X further provides that any person who is or was a director, officer, employee, or agent of the Corporation or any direct or indirect wholly-owned subsidiary of the Registrant shall be entitled to indemnification as a matter of right if he has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit, or proceeding of the type described in the foregoing paragraph. II-1 In addition, the Registrant maintains directors' and officers' reimbursement and liability insurance pursuant to standard form policies with aggregate limits of $65,000,000. The risks covered by such policies do not exclude liabilities under the Securities Act of 1933. Item 16. Exhibits. a1.3 --Agreement, dated as of June 30, 1994 between the Registrant and Chemical Securities Inc. a12 --Computation of Ratios of Earnings to Fixed Charges. a24.1--Consent of KPMG Peat Marwick. a25.1--Powers of Attorney. ----------------- a Filed herewith. Item 17. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii)to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim of indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling II-2 person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned Registrant hereby undertakes (1) to use its best efforts to distribute prior to the opening of bids, to prospective bidders, underwriters, and dealers, a reasonable number of copies of a prospectus which at the time meets the requirements of Section 10(a) of the Securities Act, and relating to the securities offered at competitive bidding, as contained in the registration statement, together with any supplements thereto, and (2) to file an amendment to the registration statement reflecting the results of bidding, the terms of the reoffering and related matters to the extent required by the applicable form, not later than the first use, authorized by the issuer after the opening of bids, of a prospectus relating to the securities offered at competitive bidding, unless no further public offering of such securities by the issuer and no reoffering of such securities by the purchasers is proposed to be made. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Livingston and State of New Jersey, on the 30th day of June, 1994. THE CIT GROUP HOLDINGS, INC. By Ernest D. Stein ------------------------------------- Ernest D. Stein Executive Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statements has been signed below by the following persons in the capacities and on the dates indicated. Signature and Title Date ------------------- ---- Albert R. Gamper, Jr.* - ----------------------------------------- Albert R. Gamper, Jr. President, Chief Executive Officer, and Director (principal executive officer) Hisao Kobayashi* - ------------------------------------------ Hisao Kobayashi Director Michio Murata* - ----------------------------------------- Michio Murata Director Joseph A. Pollicino* - ----------------------------------------- Joseph A. Pollicino Director Paul N. Roth* *By Ernest D. Stein June 30, 1994 - ----------------------------------------- ------------------- Paul N. Roth Ernest D. Stein Director Attorney-in-fact Tomoaki Tanaka* - ----------------------------------------- Tomoaki Tanaka Director Peter J. Tobin* - ----------------------------------------- Peter J. Tobin Director Toshiji Tokiwa* - ----------------------------------------- Toshiji Tokiwa Director Keiji Torii* - ----------------------------------------- Keiji Torii Director William H. Turner* - ----------------------------------------- William H. Turner Director Joseph J. Carroll - ----------------------------------------- Joseph J. Carroll Executive Vice President and June 30, 1994 Chief Financial Officer (principal financial and accounting officer) Original powers of attorney authorizing Albert R. Gamper, Jr., Ernest D. Stein, and Donald J. Rapson and each of them to sign this Post-Effective Amendment to the Registration Statements on behalf of the directors and officers of the Registrant indicated above are held by the Corporation and available for examination pursuant to Item 302(b) of Regulation S-T. II-4 EXHIBIT INDEX Exhibit Number Description Page -------------- ----------- ---- a1.3 --Agreement, dated as of June 30, 1994 between the Registrant and Chemical Securities Inc. a12 --Computation of Ratios of Earnings to Fixed Charges. a24.1 --Consent of KPMG Peat Marwick. a25.1 --Powers of Attorney. -------------- a Filed herewith. EX-1 2 EXHIBIT 1.3 Exhibit 1.3 AGREEMENT, dated as of June 30, 1994, between The CIT Group Holdings, Inc., a Delaware corporation (the "Company"), and Chemical Securities Inc., a Delaware corporation ("CSI"). In connection with proposed offers and sales by CSI and/or its affiliates related to secondary market transactions in certain outstanding debt securities of the Company and in certain debt securities that are initially offered and sold by or on behalf of the Company after the date hereof (the "Debt Securities"), CSI has requested that the Company prepare and file with the Securities and Exchange Commission (the "Commission"), and the Company has agreed to prepare and file with the Commission, post-effective amendments (the "Post-Effective Amendments") to its Registration Statement Nos. 33-11076, 33-17210, 33-20735, 33-30047, 33-37189, 33-42529, 33-48658, 33-50666, 33-58418 and 33-52685 containing a form of prospectus commonly known as a "market maker" prospectus (as hereinafter supplemented, the "Prospectus") for use by CSI and/or its affiliates. CSI acknowledges that the Company has no obligation to seek to make effective or to maintain the effectiveness of the Post-Effective Amendments and may seek to withdraw such effectiveness at any time, subject to the provisions of Section 3(b) hereof. Accordingly, the Company and CSI agree as follows: 1. Suspension Events. (a) Each of the following shall constitute a "Suspension Event" upon notification, in the form of Exhibit A attached hereto, by the Company to CSI: (i) the issuance by the Commission of any stop order suspending the effectiveness of the Post-Effective Amendments or the initiation or threat of any proceeding for such purposes; (ii) the occurrence of any event which, in the opinion of the Company, could reasonably be expected to result in the Prospectus as then amended or supplemented to include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading; or (iii) the occurrence of an event which, in the good faith determination of the Company, would make continued utilization of the Prospectus, at that time, unlawful, imprudent or inadvisable. (b) A Suspension Event as described above in Section 1(a)(i)-(iii) hereof will no longer constitute a Suspension Event upon the occurrence of the following: (i) with respect to a Suspension Event described in Section 1(a) (i) hereof, when any such stop order has been lifted, or when any initiated or threatened stop order is withdrawn or no longer threatened; or (ii) with respect to aa Suspension Event described in Section 1(a) (ii) hereof, when, in the opinion of the Company, the Prospectus as then amended or supplemented would no longer include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) with respect to a Suspension Event described in Section 1(a) (iii) hereof, when, in the good faith determination of the Company, utilization of the Prospectus would no longer be unlawful, imprudent or inadvisable. 2. Covenants of CSI. (a) CSI agrees to use the Prospectus solely to make offers and sales in the manner set forth in the Prospectus. (b) CSI agrees that, upon receipt of any notice from the Company of the existence of any Suspension Event, CSI will forthwith discontinue disposition of Debt Securities pursuant to the Prospectus until it is advised in writing by the Company that the use of the Prospectus may be resumed, as further described in Section 3(a) hereof. Upon the Company's request following such notice, CSI shall execute and deliver to the Company an acknowledgement and certification stating that CSI has ceased using the Prospectus. -2- (c) CSI agrees that the Company would be irreparably injured by a breach of this Agreement by CSI, that money damages would not be a sufficient remedy for any such breach and that the Company shall be entitled to equitable relief, including injunctive relief and specific performance, as a remedy for such breach (which shall not be the exclusive remedy for breach by CSI of this Agreement but shall be in addition to all other remedies available at law and in equity to the Company). The Company shall be entitled to reasonable attorney's fees and other costs reasonably incurred to remedy any and all breaches by CSI of this Agreement. It is further understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. (d) CSI agrees that it shall bear all expenses incurred in connection with the preparation, execution and performance of this Agreement and the preparation and filing of the Prospectus, including, without limitation, all fees and expenses of its counsel and the Company's counsel and printing expenses. (e) CSI agrees that (i) it will not permit any of its affiliates to use the Prospectus without the prior written consent of the Company, which consent may not be unreasonably withheld , and (ii) prior to the use of the Prospectus by any of its affiliates, it shall use its best efforts to cause such affiliates to enter into an agreement with the Company pursuant to which such affiliates agree to be bound by the terms of this Agreement as if they were parties thereto. (f) CSI agrees that the Company shall not be responsible to CSI for any damage, claim, loss, liability, cost, or expense (including attorney's fees) for any breach of this agreement or any act or omission with respect thereto, including without limitation, with respect to any loss incurred by CSI hereunder due to the inadvertant, unintentional or negligent breach by the Company of its covenants contained in Section 3 hereof; provided, however this Section 2(f) shall not be applicable to any losses incurred by CSI as a sole and direct result of any gross negligence or willful misconduct on the part of the Company. 3. Covenants of the Company. (a) The Company agrees that upon the occurrence of any event described in Section 1(b) (i)-(iii) hereof, it will promptly notify CSI of such occurrence, in the form of Exhibit B attatched hereto. 3 (b) The Company agrees that it will advise CSI in advance of any proposed desire of the Company to withdraw the effectiveness of the Post-Effective Amendments; and (c) The Company agrees that if a Suspension Event described in Section 1(a) (i)-(iii) hereof has occurred, it will take reasonable action to respond to such Suspension Event with a view to bringing it withinn the circumstances described in Section 1(b) hereof as promptly as practicable. 4. Miscellaneous. (a) Notices. Notices provided for in Sections 1(a) and 3(a) hereof shall be given first telephonically to the persons indicated below, to be followed by a written notice in the form of Exhibit A or Exhibit B, respectively. All other communications provided for or permitted hereunder shall be made in writing by hand-delivery, telecopier, or air courier guaranteeing overnight delivery, as follows: (i) if to the Company, to: The CIT Group Holdings, Inc. 650 CIT Drive Livingston, New Jersey 07039 Attention: Ernest D. Stein, Esq. Telephone: (201) 740-5013 Facsimile: (201) 740-5264 with a copy to: Schulte Roth & Zabel 900 Third Avenue New York, New York 10022 Attention: Andre Weiss, Esq. Telephone: (212) 756-2568 Facsimile: (212) 593-5955 (ii) if to CSI, to: Chemical Securities Inc. 270 Park Avenue, 7th Floor New York, New York 10017 Attention: James F. McGinnis, Compliance Dep't. Telephone: (212) 834-5030 Facsimile: (212) 834-6559 with a copy to: -4- Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 Attention: Jeremiah Thomas, Esq. Telephone: (212) 455-7110 Facsimile: (212) 455-2502 All such notices and communications shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered; (ii) three business days after being deposited in the mail, postage prepaid, and either registered or certified; (iii) when received, if telexed or telecopied; and (v) on the next business day if timely delivered to an air courier guaranteeing overnight delivery. Any party may by notice given in accordance with this paragraph to the other party designate another address or person for receipt of notices hereunder. (b) Entire Agreement. This Agreement contains the entire agreement among the parties with respect to the subject matter covered hereby and supersedes all prior agreements, written or oral, with respect thereto. (c) Amendments. The provisions of this Agreement may not be amended, modified or supplemented without the prior written consent of each of the parties hereto. (d) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. (e) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. -5- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. THE CIT GROUP HOLDINGS, INC. By:/s/ Corinne Taylor ------------------------- Name: Corinne Taylor Title: Senior Vice President and Treasurer CHEMICAL SECURITIES INC. By:/s/ Robert L. Taylor ------------------------- Name: Robert L. Taylor Title: Managing Director -6- EXHIBIT A [Letterhead of The CIT Group Holdings, Inc.] [DATE] Chemical Securities Inc. 270 Park Avenue, 7th Floor New York, New York 10017 Attention: James F. McGinnis, Compliance Dept. Ladies and Gentlemen: Reference is made to the Agreement (the "Agreement"), dated as of June 30, 1994, between The CIT Group Holdings, Inc. (the "Company") and Chemical Securities Inc. ("CSI") relating to the secondary market transactions by CSI and/or its affiliates in certain debt securities of the Company. Capitalized terms used but not defined herein have the meanings specified in the Agreement. The Company hereby notifies CSI, and its affiliates using the Prospectus, of the existence of a Suspension Event under Section 1(a) of the Agreement. Pursuant to Section 2(b) of the Agreement, CSI and such affiliates shall discontinue using the Prospectus until CSI is advised in writing by the Company pursuant to Section 3(a) of the Agreement that the use of the Prospectus may be resumed. The Company hereby requests that CSI, and its affiliates using the Prospectus, (i) sign the acknowledgement and certification below relating to CSI's and such affiliates' suspended use of the Prospectus and (ii) promptly deliver the duly executed acknowledgement and certification to the Company within two (2) calendar days of CSI's receipt of this notice. THE CIT GROUP HOLDINGS, INC. By: ------------------------- Name: Title: ACKNOWLEDGEMENT AND CERTIFICATION CSI hereby acknowledges, on behalf of itself and its affiliates using the Prospectus, receipt of the above notice from the Company. CSI hereby certifies, on behalf of itself and its affiliates using the Prospectus, that pursuant to the above notice, CSI and such affiliates have ceased using the Prospectus. CSI hereby certifies further, on behalf of itself and its affilates using the Prospectus, that CSI and such affiliates will not resume using the Prospectus unless and until the Company authorizes and notifies CSI and such affiliates in writing to do so. Date: CHEMICAL SECURITIES INC. By: ---------------------- Name: Title: [a duly authorized officer of CSI] EXHIBIT B [Letterhead of the CIT Group Holdings, Inc.] [DATE] Chemical Securities Inc. 270 Park Avenue, 7th Floor New York, New York 10017 Attention: James F. McGinnis, Compliance Dept. Ladies and Gentlemen: Reference is made to the Agreement (the "Agreement"), dated as of June 30, 1994, between The CIT Group Holdings, Inc. (the "Company") and Chemical Securities Inc. ("CSI") relating to the secondary market transactions by CSI and/or its affiliates in certain debt securities of the Company. Capitalized terms used but not defined herein have the meanings specified in the Agreement. The Company hereby notifies CSI, and its affiliates using the Prospectus, that the Suspension Event of which you were previously notified on [DATE] is no longer a Suspension Event and that CSI and any such affiliates may resume use of the Prospectus. THE CIT GROUP HOLDINGS, INC. By: ------------------------- Name: Title: EX-12 3 EXHIBIT 12 RATIO OF EARNINGS Exhibit 12
THE CIT GROUP HOLDINGS, INC. AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Year Ended December 31, ------------------------------------------------------- 1993 1992 1991 1990 1989 ------ ------ ------ ------ ------ (Dollar Amounts in Thousands) Net income.................................... $182,308 $162,300 $150,128 $134,122 $126,156 Provision for income taxes.................... 128,489 105,311 100,032 76,995 72,722 Extraordinary item--loss on early extinguishment of debt, net of income tax benefit................................. -- 4,241 1,325 5,937 -- Cumulative effect of a change in accounting for income taxes............................ -- -- -- (20,350) -- Earnings before provision for income taxes and extraordinary item and cumulative effect of a change in accounting for -------- -------- -------- -------- -------- income taxes ............................... 310,797 271,852 251,485 196,704 198,878 -------- -------- -------- -------- -------- Fixed Charges: Interest and debt expenses on indebtedness . 508,006 552,017 709,373 711,645 694,280 Interest factor--one-third of rentals on real and personal properties ............. 8,001 8,278 8,368 7,832 6,537 -------- -------- -------- -------- -------- Total fixed charges ........................ 516,007 560,295 717,741 719,477 700,817 -------- -------- -------- -------- -------- Total earnings before provisions for income taxes, extraordinary item, cumulative effect of a change in accounting for income taxes, and fixed charges .......................... $826,804 $832,147 $969,226 $916,181 $899,695 ======== ======== ======== ======== ======== Ratio of Earnings to Fixed Charges ........... 1.60 1.49 1.35 1.27 1.28
Three Months Ended March 31, -------------------------- (unaudited) 1994 1993 ----------- ----------- (Dollar Amounts in Thousands) Net income............................................................. $ 48,035 $ 43,532 Provision for income taxes............................................. 29,230 28,764 --------- --------- Earnings before provision for income taxes.............................. 77,265 72,296 --------- --------- Fixed Charges: Interest and debt expense on indebtedness............................. 128,840 124,686 Interest factor--one-third of rentals on real and personal properties. 1,903 1,907 --------- --------- Total fixed charges..................................................... 130,743 126,593 --------- --------- Total earnings before provision for income taxes and fixed charges...... $208,008 $198,889 ======== ======== Ratio of earnings to fixed charges...................................... 1.59 1.57
EX-24 4 EXHIBIT 24.1 AUDITORS' CONSENT Exhibit 24.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors The CIT Group Holdings, Inc.: We consent to the use of our reports dated January, 18, 1994, relating to the consolidated balance sheets of The CIT Group Holdings, Inc. and subsidiaries as of December 31, 1993 and 1992, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1993, and the related schedule for each of the years in the three-year period ended December 31, 1993, incorporated by reference in this Registration Statement on Form S-3 of The CIT Group Holdings, Inc., which reports appear in the December 31, 1993 Annual Report on Form 10-K of The CIT Group Holdings, Inc., and to the reference to our firm under the heading "Experts" in the Registration Statement. Our report on the consolidated financial statements refers to a change in the method of accounting for postretirement benefits other than pensions in 1993. KPMG Peat Marwick Short Hills, New Jersey June 8, 1994 EX-25 5 EXHIBIT 25.1 POWERS OF ATTORNEY Exhibit 25.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Post-Effective Amendment to certain Registration Statements on Form S-3 containing a form of prospectus for use by Chemical Securities Inc. in connection with offers and sales related to secondary market transactions in certain outstanding debt securities of the Corporation and in certain debt securities that are initially offered and sold by or on behalf of the Corporation after the effective date of such Post-Effective Amendment, hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, his true and lawful attorneys-in-fact and agents, for him and in his name, place, and stead, in any and all capacities, to sign such Post-Effective Amendment and any and all amendments thereof, with power where appropriate to affix the corporate seal of said corporation thereto and to attest to said seal, and to file such Post-Effective Amendment and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 3rd day of June, 1994. /s/ALBERT R. GAMPER, JR -------------------- Albert R. Gamper, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Post-Effective Amendment to certain Registration Statements on Form S-3 containing a form of prospectus for use by Chemical Securities Inc. in connection with offers and sales related to secondary market transactions in certain outstanding debt securities of the Corporation and in certain debt securities that are initially offered and sold by or on behalf of the Corporation after the effective date of such Post-Effective Amendment, hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, his true and lawful attorneys-in-fact and agents, for him and in his name, place, and stead, in any and all capacities, to sign such Post-Effective Amendment and any and all amendments thereof, with power where appropriate to affix the corporate seal of said corporation thereto and to attest to said seal, and to file such Post-Effective Amendment and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 3rd day of June, 1994. /s/TOSHIJI TOKIWA -------------- Toshiji Tokiwa POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Post-Effective Amendment to certain Registration Statements on Form S-3 containing a form of prospectus for use by Chemical Securities Inc. in connection with offers and sales related to secondary market transactions in certain outstanding debt securities of the Corporation and in certain debt securities that are initially offered and sold by or on behalf of the Corporation after the effective date of such Post-Effective Amendment, hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, his true and lawful attorneys-in-fact and agents, for him and in his name, place, and stead, in any and all capacities, to sign such Post-Effective Amendment and any and all amendments thereof, with power where appropriate to affix the corporate seal of said corporation thereto and to attest to said seal, and to file such Post-Effective Amendment and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 3rd day of June, 1994. /s/KEIJI TORII ----------- Keiji Torii POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Post-Effective Amendment to certain Registration Statements on Form S-3 containing a form of prospectus for use by Chemical Securities Inc. in connection with offers and sales related to secondary market transactions in certain outstanding debt securities of the Corporation and in certain debt securities that are initially offered and sold by or on behalf of the Corporation after the effective date of such Post-Effective Amendment, hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, his true and lawful attorneys-in-fact and agents, for him and in his name, place, and stead, in any and all capacities, to sign such Post-Effective Amendment and any and all amendments thereof, with power where appropriate to affix the corporate seal of said corporation thereto and to attest to said seal, and to file such Post-Effective Amendment and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 3rd day of June, 1994. /s/HISAO KOBAYASHI --------------- Hisao Kobayashi POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Post-Effective Amendment to certain Registration Statements on Form S-3 containing a form of prospectus for use by Chemical Securities Inc. in connection with offers and sales related to secondary market transactions in certain outstanding debt securities of the Corporation and in certain debt securities that are initially offered and sold by or on behalf of the Corporation after the effective date of such Post-Effective Amendment, hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, his true and lawful attorneys-in-fact and agents, for him and in his name, place, and stead, in any and all capacities, to sign such Post-Effective Amendment and any and all amendments thereof, with power where appropriate to affix the corporate seal of said corporation thereto and to attest to said seal, and to file such Post-Effective Amendment and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 3rd day of June, 1994. /s/MICHIO MURATA ------------- Michio Murata POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Post-Effective Amendment to certain Registration Statements on Form S-3 containing a form of prospectus for use by Chemical Securities Inc. in connection with offers and sales related to secondary market transactions in certain outstanding debt securities of the Corporation and in certain debt securities that are initially offered and sold by or on behalf of the Corporation after the effective date of such Post-Effective Amendment, hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, his true and lawful attorneys-in-fact and agents, for him and in his name, place, and stead, in any and all capacities, to sign such Post-Effective Amendment and any and all amendments thereof, with power where appropriate to affix the corporate seal of said corporation thereto and to attest to said seal, and to file such Post-Effective Amendment and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 3rd day of June, 1994. /s/JOSEPH A. POLLICINO ------------------- Joseph A. Pollicino POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Post-Effective Amendment to certain Registration Statements on Form S-3 containing a form of prospectus for use by Chemical Securities Inc. in connection with offers and sales related to secondary market transactions in certain outstanding debt securities of the Corporation and in certain debt securities that are initially offered and sold by or on behalf of the Corporation after the effective date of such Post-Effective Amendment, hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, his true and lawful attorneys-in-fact and agents, for him and in his name, place, and stead, in any and all capacities, to sign such Post-Effective Amendment and any and all amendments thereof, with power where appropriate to affix the corporate seal of said corporation thereto and to attest to said seal, and to file such Post-Effective Amendment and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 3rd day of June, 1994. /s/PAUL N. ROTH ------------ Paul N. Roth POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Post-Effective Amendment to certain Registration Statements on Form S-3 containing a form of prospectus for use by Chemical Securities Inc. in connection with offers and sales related to secondary market transactions in certain outstanding debt securities of the Corporation and in certain debt securities that are initially offered and sold by or on behalf of the Corporation after the effective date of such Post-Effective Amendment, hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, his true and lawful attorneys-in-fact and agents, for him and in his name, place, and stead, in any and all capacities, to sign such Post-Effective Amendment and any and all amendments thereof, with power where appropriate to affix the corporate seal of said corporation thereto and to attest to said seal, and to file such Post-Effective Amendment and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 3rd day of June, 1994. /s/TOMOAKI TANAKA -------------- Tomoaki Tanaka POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Post-Effective Amendment to certain Registration Statements on Form S-3 containing a form of prospectus for use by Chemical Securities Inc. in connection with offers and sales related to secondary market transactions in certain outstanding debt securities of the Corporation and in certain debt securities that are initially offered and sold by or on behalf of the Corporation after the effective date of such Post-Effective Amendment, hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, his true and lawful attorneys-in-fact and agents, for him and in his name, place, and stead, in any and all capacities, to sign such Post-Effective Amendment and any and all amendments thereof, with power where appropriate to affix the corporate seal of said corporation thereto and to attest to said seal, and to file such Post-Effective Amendment and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 3rd day of June, 1994. /s/PETER J. TOBIN -------------- Peter J. Tobin POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP HOLDINGS, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Post-Effective Amendment to certain Registration Statements on Form S-3 containing a form of prospectus for use by Chemical Securities Inc. in connection with offers and sales related to secondary market transactions in certain outstanding debt securities of the Corporation and in certain debt securities that are initially offered and sold by or on behalf of the Corporation after the effective date of such Post-Effective Amendment, hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J. RAPSON his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, his true and lawful attorneys-in-fact and agents, for him and in his name, place, and stead, in any and all capacities, to sign such Post-Effective Amendment and any and all amendments thereof, with power where appropriate to affix the corporate seal of said corporation thereto and to attest to said seal, and to file such Post-Effective Amendment and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 3rd day of June, 1994. /s/WILLIAM H. TURNER -------------------- William H. Turner -----END PRIVACY-ENHANCED MESSAGE-----