-----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, bdV+0ih6HvfjnYOzx94+kvf4yjJuRHwFevDGuqm/UjyMN/AskkRxJMz/z0TfPmKO BbF4Ec5VhdDAzPiTS3PSIA== 0000891092-95-000023.txt : 19950615 0000891092-95-000023.hdr.sgml : 19950615 ACCESSION NUMBER: 0000891092-95-000023 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 19950315 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIT GROUP HOLDINGS INC /DE/ CENTRAL INDEX KEY: 0000020388 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 132994534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58107 FILM NUMBER: 95521068 BUSINESS ADDRESS: STREET 1: 1211 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125361950 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: CIT FINANCIAL CORP/OLD/ DATE OF NAME CHANGE: 19860512 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on March 15, 1995 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ------------------- FORM S-3 REGISTRATION STATEMENT and POST-EFFECTIVE AMENDMENT NO. 3 and POST-EFFECTIVE AMENDMENT NO. 5 and POST-EFFECTIVE AMENDMENT NO. 7 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) 536-1950 (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./ / 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/
CALCULATION OF REGISTRATION FEE ============================================================================================================== Proposed Proposed Amount maximum maximum Amount of Title of each class of securities to be offering price aggregate registration to be registered registered per unit offering price fee - -------------------------------------------------------------------------------------------------------------- Senior/Senior Subordinated Debt Securities...................... $6,000,000,000(1) 100%(2) $6,000,000,000(2) $2,068,966 ============================================================================================================== (1) If any Debt Securities are issued (i) with a principal amount denominated in a foreign currency, such principal amounts as shall result in an aggregate initial offering price the equivalent of U.S. $6,000,000,000 at the time of initial offering, or (ii) at an original issue discount, such greater principal amount as shall result in an aggregate initial offering price of $6,000,000,000. (2) Estimated solely for the purpose of determining the registration fee.
(continued on following page) (continued from previous page) ------------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ------------------- Pursuant to Rule 429 under the Securities Act of 1933, this Registration Statement contains a combined prospectus that also relates to Registration Statement Nos. 33-50666, 33-58418, and 33-52685, previously filed by the Registrant on Form S-3 and declared effective on August 28, 1992, March 15, 1993, and May 11, 1994, respectively. This Registration Statement constitutes Post-Effective Amendment No. 3 to Registration Statement No. 33-52685, Post-Effective Amendment No. 5 to Registration Statement No. 33-58418 and Post-Effective Amendment No. 7 to Registration Statement No. 33-50666, and each such Post-Effective Amendment shall hereafter become effective concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the Securities Act of 1933. ================================================================================ 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 MARCH 15, 1995 The CIT Group Holdings, Inc. Debt Securities ------------------- The CIT Group Holdings, Inc. (the "Corporation") intends to issue from time to time, in one or more series, debt securities (the "Debt Securities"), which may be either senior (the "Senior Securities") or senior subordinated (the "Senior Subordinated Securities") in priority of payment, with an aggregate initial offering price not to exceed $8,511,000,000 (or (i) if the principal of the Debt Securities is denominated in a foreign currency, the equivalent thereof at the time of offering, or (ii) if the Debt Securities are issued at an original issue discount, such greater principal amount as shall result in an aggregate initial offering price of $8,511,000,000). Each Debt Security will be a direct, unsecured obligation of the Corporation and will be offered to the public on terms determined by market conditions at the time of sale. The Corporation may sell its Debt Securities (i) directly to purchasers, (ii) through agents designated from time to time, (iii) to dealers, or (iv) through an underwriter or a group of underwriters. The Debt Securities may be issued in one or more series with the same or various terms. The specific designation, aggregate principal amount, currency of payment, authorized denominations, purchase price, maturity, rate and time of payment of any interest, any redemption terms, the designation of each Trustee acting under the applicable Indenture, any listing on a securities exchange, or other specific terms of the Debt Securities in respect of which this Prospectus is being delivered (the "Offered Debt Securities") will be set forth in the accompanying supplement to the Prospectus (the "Prospectus Supplement"), together with the terms of offering of the Offered Debt Securities. The Corporation reserves the sole right to accept and either in its sole discretion or together with its agents from time to time to reject, in whole or in part, any proposed purchase of Offered Debt Securities. If any agents of the Corporation or any dealers or underwriters are involved in the sale of the Offered Debt Securities in respect of which this Prospectus is being delivered, the names of such agents, dealers, or underwriters and any applicable agent's commission, dealer's purchase price, or underwriter's discount will be set forth in or may be calculated from the Prospectus Supplement. The net proceeds to the Corporation from such sale will be (i) the purchase price of such Offered Debt Securities less such commission in the case of an agent, (ii) the purchase price of such Offered Debt Securities in the case of a dealer, or (iii) the public offering price less such discount in the case of an underwriter and less, in each case, other applicable issuance expenses. See "Plan of Distribution" for possible indemnification arrangements with agents, dealers, and underwriters. ------------------- 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. The date of this Prospectus is , 1995. 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, the Prospectus Supplement or the documents incorporated by reference, in connection with the offer contained in this Prospectus and the Prospectus Supplement and, if given or made, such information or representation must not be relied upon. This Prospectus and the Prospectus Supplement do 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 and the Prospectus Supplement 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. ------------------- 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, 1994, together with the report of KPMG Peat Marwick LLP, independent certified public accountants, which report refers to a change in the method of accounting for postretirement benefits other than pensions in 1993; and (b) The Corporation's Current Report on Form 8-K dated January 18, 1995. 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 and prior to the termination of the offering of the securities offered hereby 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 Secretary 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) 536-1950. 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, and to a lesser extent to consumers. 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 which offers consumer first and second mortgage financing and home equity lines of credit. The Dai-Ichi Kangyo Bank, Limited ("DKB") owns sixty percent (60%) of the issued and outstanding shares of common stock of the Corporation, which it purchased from Manufacturers Hanover Corporation ("MHC") at year-end 1989. The remaining forty percent (40%) common stock interest in the Corporation is owned by Chemical Banking Corporation ("CBC") through a subsidiary MHC Holdings (Delaware) Inc. ("MHC Holdings"), which CBC acquired as part of the merger between MHC and CBC on December 31, 1991. 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. 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 new business development officers. The CIT Group/Business Credit is headquartered in New York City, with sales and customer service offices in New York, Chicago, Dallas, Los Angeles, Atlanta and Charlotte. The CIT Group/Capital Equipment Financing specializes in customized secured financing and leasing including single investor leases, the debt and equity portions of leveraged leases, and operating 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 financial intermediaries. Financing products include direct secured loans and leases, sale and leaseback arrangements, operating leases, 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 3 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, provides 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 twelve 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 new business development officers. The CIT Group/Credit Finance is headquartered in New York City, with sales and customer service offices in New York, Chicago and Los Angeles and loan production offices in seven other cities. Dealer and Manufacturer Financing Group The Corporation's Dealer and Manufacturer Financing Group is comprised of Industrial Financing and Sales Financing. The CIT Group/Industrial Financing offers secured equipment financing and leasing 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 fourteen cities, including Berwyn, Pennsylvania, Tempe, Arizona and Atlanta, Georgia, which also serve as regional and customer service 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 business centers located in Atlanta, Boston, Kansas City, Sacramento and Seattle. Consumer Finance In December 1992, The CIT Group/Consumer Finance, a newly formed business unit, began offering loans secured primarily by first or second mortgages on residential real estate. The CIT Group/Consumer Finance generates business through brokers and direct marketing efforts. It also acquires "home equity" portfolios originated by others. In early 1994, The CIT Group/Consumer Finance began offering home equity lines of credit to consumers. This business unit is headquartered in Livingston, New Jersey with 33 sales offices serving 24 states, two of which purchase mortgage loans from third parties. Administrative support is provided by the Sales Financing asset service center located in Oklahoma City, Oklahoma. Factoring The CIT Group/Commercial Services 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 full service offices in New York, Los Angeles, Dallas and Charlotte and sales offices in Miami and Hong Kong. Bookkeeping and collection functions are located in a service center in Danville, Virginia. On February 28, 1994, the Corporation acquired, for cash, 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 4 acquired assets of BCC were transferred to The CIT Group/Commercial Services, Inc., a wholly-owned subsidiary of the Corporation. 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. Equity Investments The CIT Group/Equity Investments and its subsidiary The CIT Group/Venture Capital originate and participate in purchasing private equity and equity-related securities, and arrange transaction financing, and merger and acquisition transactions. These units also invest in emerging growth opportunities in selected industries, including the life sciences, information technology, communications and consumer products. Business is developed through direct solicitation, or through referrals from investment banking firms, financial intermediaries, or the Corporation's other business units. The CIT Group/Venture Capital is a federal licensee under the Small Business Investment Act of 1958. The CIT Group/Equity Investments and The CIT Group/Venture Capital are 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 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 and finance charges, regulating customers' insurance coverages, 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 and home equity line of credit businesses are subject to licensing or regulation. In some states the industrial finance business is subject to similar licensing or regulation. The consumer second mortgage, home equity line of credit, 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 an annual percentage rate, as well as the total 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 SUMMARY OF FINANCIAL INFORMATION The following is a summary of certain financial information of the Corporation and its subsidiaries. The data for the years ended December 31, 1994, 1993 and 1992 were obtained from the Corporation's audited consolidated financial statements contained in the Corporation's 1994 Annual Report on Form 10-K. The data for the years ended December 31, 1991 and 1990 were obtained from audited consolidated statements of the Corporation that are not incorporated by reference in this Prospectus. This summary should be read in conjunction with the financial information of the Corporation included in the reports referred to under "Documents Incorporated By Reference."
Years Ended December 31, --------------------------------------------------------- 1994 1993 1992 1991 1990 ---- ---- ---- ---- ---- (Dollar Amounts in Thousands) Finance income.................................... $1,263,846 $1,111,853 $1,091,562 $1,196,417 $1,106,000 Interest expense.................................. 613,957 508,006 552,017 709,373 711,645 ---------- ---------- ---------- ---------- ---------- Net finance income.............................. 649,889 603,847 539,545 487,044 394,355 Fees and other income............................. 174,365 133,805 113,762 115,890 115,675 ---------- ---------- ---------- ---------- ---------- Operating Revenue............................... 824,254 737,652 653,307 602,934 510,030 ---------- ---------- ---------- ---------- ---------- Salaries and employee benefits.................... 185,868 152,139 137,914 127,060 113,612 General operating expenses........................ 152,068 130,043 123,721 119,273 101,615 ---------- ---------- ---------- ---------- ---------- Salaries and general operating expenses........... 337,936 282,182 261,635 246,333 215,227 --------- --------- --------- --------- --------- Net credit losses................................. 84,152 94,408 98,284 95,169 88,610 Provision for finance receivables increase........ 12,789 10,466 4,891 1,883 9,489 ---------- ---------- ---------- ---------- ---------- Total provision for credit losses................. 96,941 104,874 103,175 97,052 98,099 ---------- ---------- ---------- ---------- ---------- Depreciation on operating lease equipment......... 64,308 39,799 16,645 8,064 -- ---------- ---------- ---------- ---------- ---------- Operating expenses................................ 499,185 426,855 381,455 351,449 313,326 ---------- ---------- ---------- ---------- ---------- Income before provision for income taxes, extraordinary item and cumulative effect of a change in accounting principle.................. 325,069 310,797 271,852 251,485 196,704 Provision for income taxes........................ 123,941 128,489 105,311 100,032 76,995 ---------- ---------- ---------- ---------- ---------- Income before extraordinary item and cumulative effect of a change in accounting principle...... 201,128 182,308 166,541 151,453 119,709 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 ---------- ---------- ---------- ---------- ---------- Net income........................................ $ 201,128 $ 182,308 $ 162,300 $ 150,128 $ 134,122 ========== ========== ========== ========== ==========
The following table sets forth the ratio of earnings to fixed charges for each of the periods indicated. Ratios of Earnings to Fixed Charges
Year Ended December 31, --------------------------------------------------- 1994 1993 1992 1991 1990 ---- ----- ---- ---- ---- Ratio of earnings to fixed charges ................. 1.52 1.60 1.49 1.35 1.27
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 USE OF PROCEEDS The net proceeds from the sale of the Debt Securities offered hereby will provide additional working funds for the Corporation and its subsidiaries and will be used initially to reduce short-term borrowings (presently represented by commercial paper) incurred primarily for the purpose of originating and purchasing receivables in the ordinary course of business. The amounts which the Corporation itself may use in connection with its business and which the Corporation may furnish to particular subsidiaries are not now determinable. From time to time the Corporation may also use the proceeds to finance the bulk purchase of receivables and/or the acquisition of other finance-related businesses. DESCRIPTION OF DEBT SECURITIES General The Debt Securities will 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 substantially in the form of a global indenture (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 substantially in the form of a global indenture (each such indenture and indentures supplemental thereto are 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 Trustees 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 global Senior Indenture and a form of global Senior Subordinated Indenture are filed as exhibits to a previously filed Registration Statement. 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 Debt Securities to be issued pursuant to this Prospectus, comprised of the Senior Securities and the Senior Subordinated Securities, are limited to an aggregate initial offering price of $8,511,000,000 (or (i) if the principal of the Debt Securities is denominated in a foreign currency, the equivalent thereof at the time of offering, or (ii) if the Debt Securities are issued at an original issue discount, such greater principal amount as shall result in an aggregate initial offering price of $8,511,000,000). 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, 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 December 31, 1994, under the most restrictive of such provisions in any such agreement, the Corporation could issue up to approximately $1.79 billion of Senior Subordinated Indebtedness, of which approximately $300.0 million was issued and outstanding as of December 31, 1994. The Debt Securities will be issued in fully registered 7 form and, with regard to each issue of Offered Debt Securities in respect of which this Prospectus is being delivered, in the manner and in the denominations set forth in the accompanying Prospectus Supplement. 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. Offered Debt Securities bearing no interest or interest at a rate which at the time of issuance is below market rates ("Original Issue Discount Securities") will be sold at a discount (which may be substantial) below their stated principal amount. Federal income tax consequences and other special considerations applicable to any such Original Issue Discount Securities will be described in the Prospectus Supplement relating thereto. Reference is made to the Prospectus Supplement for the following terms of the Offered Debt Securities: (i) the designation, aggregate principal amount, and authorized denominations of the Offered Debt Securities; (ii) the percentage of their principal amount at which such Offered Debt Securities will be issued; (iii) the date or dates on which the Offered Debt Securities will mature; (iv) the rate or rates (which may be fixed or variable) per annum, if any, at which the Offered Debt Securities will bear interest, or the method of determining such rate or rates, or the original issue discount, if applicable; (v) the times at which any such interest will be payable and the date from which any such interest shall accrue; (vi) provisions for a sinking, purchase, or other analogous fund, if any; (vii) any redemption terms; (viii) the designation of the office or agency of the Corporation in the Borough of Manhattan, The City of New York, where the Offered 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; (ix) if other than U.S. dollars, the currency (including composite currencies) in which the principal of, premium, if any, and/or interest on the Offered Debt Securities will be payable; (x) any currency (including composite currencies) other than the stated currency of the Offered Debt Securities in which the principal of, premium, if any, and/or interest on the Offered 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; (xi) if the amount of payments of principal of, premium, if any, and/or interest on the Offered Debt Securities may be determined with reference to an index, the manner in which such amounts will be determined; (xii) whether the Offered Debt Securities are Senior Securities or Senior Subordinated Securities, or include both; 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 such cities as will be designated in the Prospectus Supplement, 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. 8 "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 will be direct, unsecured obligations of the Corporation, and will constitute Superior Indebtedness issued on a parity with the other Superior Indebtedness of the Corporation. At December 31, 1994, approximately $13.87 billion of outstanding Superior Indebtedness was reflected in the Corporation's consolidated audited balance sheet. The Senior Securities will be senior to all Senior Subordinated Indebtedness, including the Senior Subordinated Securities, which at December 31, 1994, totaled $300.0 million outstanding, and Junior Subordinated Indebtedness, none of which was outstanding at December 31, 1994. The subordination provisions applicable to the Senior Subordinated Securities are discussed below under "Description of Debt Securities--Senior Subordinated Securities". Senior Subordinated Securities The Senior Subordinated Securities will be 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. Certain Restrictive Provisions Except as set forth in the next sentence, 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; 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; liens that secure certain other indebtedness which, in an aggregate principal amount 9 then outstanding, does not exceed 10% of the Corporation's consolidated tangible net worth; and certain other minor exceptions. (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 December 31, 1994, the Corporation could issue up to approximately $1.49 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 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 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 662/3% 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 10 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, any series of Senior Subordinated Securities which will be considered "Tier II" may provide 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. Any such series will be designated by the Corporation in a supplement hereto. Reference is made to the Prospectus Supplement relating to any series of Offered Debt Securities which are Original Issue Discount Securities 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 11 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 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 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, as verified by a written report of a nationally recognized, independent public accounting firm, 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) 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. Information Concerning the Trustees 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. PLAN OF DISTRIBUTION The Corporation may sell the Debt Securities being offered hereby (i) directly to purchasers, (ii) through agents, (iii) to dealers, or (iv) through an underwriter or a group of underwriters. Offers to purchase Offered Debt Securities may be solicited directly by the Corporation or by agents designated by the Corporation from time to time. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment (ordinarily five business days or less). Agents may be entitled under agreements which may be entered into with the Corporation to indemnification by the Corporation against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). If a dealer is utilized in the sale of the Offered Debt Securities in respect of which this Prospectus is delivered, the Corporation will sell such Offered Debt Securities to the dealer, as principal. The dealer may then resell such Offered Debt Securities to the public at varying prices to be determined by such dealer at the time of resale. Dealers may be entitled under agreements which may be entered into with the Corporation to indemnification by the Corporation against certain civil liabilities, including liabilities under the Securities Act. If an underwriter or underwriters are utilized in the sale, the Corporation may enter into an arrangement with such underwriters at the time of sale to them providing for their indemnification against certain liabilities, including liabilities under the Securities Act. The names of the underwriters and the terms of the transaction will be set forth in the Prospectus Supplement which is intended for use by the underwriters to make resales of the Offered Debt Securities in respect of which this Prospectus is delivered to the public. 12 If an affiliate or subsidiary of the Corporation participates in the offer and sale of the Debt Securities, such participation will comply with the requirements of Schedule E of the By-Laws of the National Association of Securities Dealers, Inc. regarding the underwriting of securities of an affiliate. The underwriters, dealers, and agents may be deemed to be underwriters and any discounts, commissions, or concessions received by them from the Corporation or any profit on the resale of Offered Debt Securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. Any such person who may be deemed to be an underwriter and any such compensation received from the Corporation will be described in the Prospectus Supplement. Underwriters, dealers, and agents may be customers of, engage in transactions with, or perform services for the Corporation in the ordinary course of business. If so indicated in the Prospectus Supplement, the Corporation will authorize underwriters and agents to solicit offers by certain institutions to purchase Offered Debt Securities from the Corporation at the public offering price set forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts") providing for payment and delivery on the date stated in the Prospectus Supplement. Each Contract will be for an amount not less than, and unless the Corporation otherwise agrees the aggregate principal amount of Offered Debt Securities sold pursuant to Contracts will be not less nor more than, the respective amounts stated in the Prospectus Supplement. Institutions with whom Contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions, but shall in all cases be subject to the approval of the Corporation. Contracts will not be subject to any conditions except that the purchase by an institution of the Offered Debt Securities covered by its Contract must not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which such institution is subject. A commission indicated in the Prospectus Supplement will be granted to underwriters and agents soliciting purchases of Offered Debt Securities pursuant to Contracts accepted by the Corporation. Underwriters and agents will have no responsibility in respect of the delivery or performance of Contracts. The place and time of delivery for the Offered Debt Securities in respect of which this Prospectus is delivered will be set forth in the Prospectus Supplement. EXPERTS The financial statements listed under the heading "Exhibits, Financial Statement Schedule and Reports on Form 8-K" in the Corporation's 1994 Annual Report on Form 10-K incorporated by reference herein have been incorporated by reference herein in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP refers to a change in the method of accounting for postretirement benefits other than pensions in 1993. LEGAL OPINIONS The legality of the Debt Securities to which this Prospectus relates has been passed upon for the Corporation by Schulte Roth & Zabel, 900 Third Avenue, New York, New York 10022. Paul N. Roth, a director of the Corporation, is a partner of Schulte Roth & Zabel. 13 ================================================================================ 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 Summary of Financial Information............... 6 Use of Proceeds................................ 7 Description of Debt Securities................. 7 Plan of Distribution........................... 12 Experts........................................ 13 Legal Opinions................................. 13 [LOGO] The CIT Group Holdings, Inc. Debt Securities -------------- PROSPECTUS -------------- , 1995 ================================================================================ PART II. INFORMATION NOT REQUIRED IN PROSPECTUS. Item 14. Other Expenses of Issuance and Distribution. The following table sets forth all expenses payable by the Registrant in connection with the issuance and distribution of the securities being registered. All the amounts shown are estimates, except for the registration fee. Registration fee.................................................. $2,068,966 Fees and expenses of accountants.................................. 90,000 Fees and expenses of counsel...................................... 450,000 Fees and expenses of Trustees and paying and authenticating agents 225,000 Printing and engraving expenses................................... 150,000 Rating Agencies................................................... 600,000 Blue Sky fees and expenses........................................ 22,500 Miscellaneous..................................................... 11,250 ---------- Total........................................................ $3,617,716 ========== 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. II-1 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. 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. c1.1 --Form of Underwriting Agreement. e1.2 --Form of Selling Agency Agreement. a4.1a --Proposed form of Debt Securities (Note). a4.1b --Proposed form of Debt Securities (Debenture). a4.1c --Proposed form of Debt Securities (Deep Discount Debenture). a4.1d --Proposed form of Debt Securities (Zero Coupon Debenture). a4.1e --Proposed form of Debt Securities (Extendible Note). b4.1f --Proposed form of Debt Securities (Floating Rate Renewable Note). b4.1g --Proposed form of Debt Securities (Floating Rate Note). d4.1h --Proposed form of Debt Securities (Medium-Term Senior Fixed Rate Note). d4.1i --Proposed form of Debt Securities (Medium-Term Senior Floating Rate Note). d4.1j --Proposed form of Debt Securities (Medium-Term Senior Subordinated Fixed Rate Note). d4.1k --Proposed form of Debt Securities (Medium-Term Senior Subordinated Floating Rate Note). f4.2a --Form of Global Indenture between the Registrant and each Senior Trustee. f4.2b --Form of Global Indenture between the Registrant and each Senior Subordinated Trustee. f4.2c --Standard Multiple-Series Indenture Provisions Dated as of May 1, 1994. g5 --Opinion of Schulte Roth & Zabel in respect of the legality of the Debt Securities registered hereunder, containing the consent of such counsel. II-2 Item 16. Exhibits. (continued) g12 --Computation of Ratios of Earnings to Fixed Charges. g24.1 --Consent of KPMG Peat Marwick LLP. g24.2 --Consent of Counsel. The consent of Schulte Roth & Zabel is included in its opinion filed herewith as Exhibit 5 to this Registration Statement. g25.1 --Powers of Attorney. g25.2 --Board Resolutions. g26.1 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York. g26.2 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Chase Manhattan Bank (National Association). g26.3 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The First National Bank of Chicago. g26.4 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Harris Trust and Savings Bank. g26.5 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of BankAmerica National Trust Company. g26.6 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The First National Bank of Boston. g26.7 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of PNC Bank, National Association. g26.8 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Citibank, N.A. g26.9 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Society National Bank. - ------------ a Incorporated by reference to Registration Statement No. 2-93960 on Form S-3 filed October 25, 1984. b Incorporated by reference to Registration Statement No. 33-30047 on Form S-3 filed July 24, 1989. c Incorporated by reference to Registration Statement No. 33-37189 on Form S-3 filed October 5, 1990. d Incorporated by reference to the Registrant's Current Report on Form 8-K dated July 21, 1992. e Incorporated by reference to Registration Statement No. 33-58418 on Form S-3 filed February 16, 1993. f Incorporated by reference to Amendment No. 1 to Registration Statement No. 33-52685 on Form S-3 filed May 3, 1994. g Filed herewith. II-3 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 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-4 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of Livingston and State of New Jersey, on the 15th day of March, 1995. THE CIT GROUP HOLDINGS, INC. By /s/ ERNEST D. STEIN --------------------------------------- Ernest D. Stein Executive Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement 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) HIDEO KITAHARA* .......................................................... Hideo Kitahara Director HISAO KOBAYASHI* .......................................................... Hisao Kobayashi Director MICHIO MURATA* .......................................................... Michio Murata Director JOSEPH A. POLLICINO* .......................................................... Joseph A. Pollicino *By /s/ ERNEST D. STEIN Director -------------------- March 15, 1995 Ernest D. Stein PAUL N. ROTH* Attorney-in-fact ........................................................... Paul N. Roth 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 /s/ JOSEPH J. CARROLL .......................................................... March 15, 1995 Joseph J. Carroll Executive Vice President and 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 Registration Statement and amendments hereto on behalf of the directors and officers of the Registrant indicated above are held by the Registrant and available for examination pursuant to Item 302(b) of Regulation S-T. II-5 INDEX TO EXHIBITS Sequentially Exhibit Numbered Number Exhibit Page - ------- ------- ----------- c1.1 --Form of Underwriting Agreement. e1.2 --Form of Selling Agency Agreement. a4.1a --Proposed form of Debt Securities (Note). a4.1b --Proposed form of Debt Securities (Debenture). a4.1c --Proposed form of Debt Securities (Deep Discount Debenture). a4.1d --Proposed form of Debt Securities (Zero Coupon Debenture). a4.1e --Proposed form of Debt Securities (Extendible Note). b4.1f --Proposed form of Debt Securities (Floating Rate Renewable Note). b4.1g --Proposed form of Debt Securities (Floating Rate Note). d4.1h --Proposed form of Debt Securities (Medium-Term Senior Fixed Rate Note). d4.1i --Proposed form of Debt Securities (Medium-Term Senior Floating Rate Note). d4.1j --Proposed form of Debt Securities (Medium-Term Senior Subordinated Fixed Rate Note). d4.1k --Proposed form of Debt Securities (Medium-Term Senior Subordinated Floating Rate Note). f4.2a --Form of Global Indenture between the Registrant and each Senior Trustee. f4.2b --Form of Global Indenture between the Registrant and each Senior Subordinated Trustee. f4.2c --Standard Multiple-Series Indenture Provisions Dated as of May 1, 1994. g5 --Opinion of Schulte Roth & Zabel in respect of the legality of the Debt Securities registered hereunder, containing the consent of such counsel. g12 --Computation of Ratios of Earnings to Fixed Charges. g24.1 --Consent of KPMG Peat Marwick LLP. g24.2 --Consent of Counsel. The consent of Schulte Roth & Zabel is included in its opinion filed herewith as Exhibit 5 to this Registration Statement. g25.1 --Powers of Attorney. g25.2 --Board Resolutions. g26.1 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York. g26.2 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Chase Manhattan Bank (National Association). g26.3 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The First National Bank of Chicago. g26.4 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Harris Trust and Savings Bank. g26.5 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of BankAmerica National Trust Company. g26.6 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The First National Bank of Boston. Sequentially Exhibit Numbered Number Exhibit Page - ------- ------- ----------- g26.7 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of PNC Bank, National Association. g26.8 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Citibank, N.A. g26.9 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Society National Bank. - ------------- a Incorporated by reference to Registration Statement No. 2-93960 on Form S-3 filed October 25, 1984. b Incorporated by reference to Registration Statement No. 33-30047 on Form S-3 filed July 24, 1989. c Incorporated by reference to Registration Statement No. 33-37189 on Form S-3 filed October 5, 1990. d Incorporated by reference to the Registrant's Current Report on Form 8-K dated July 21, 1992. e Incorporated by reference to Registration Statement No. 33-58418 on Form S-3 filed February 16, 1993. f Incorporated by reference to Amendment No. 1 to Registration Statement 33-52685 on Form S-3 filed May 3, 1994. g Filed herewith. EX-5 2 EXHIBIT 5 EXHIBIT 5 The CIT Group Holdings, Inc. March 15, 1995 Page 1 [LETTERHEAD OF SCHULTE ROTH & ZABEL] March 15, 1995 The CIT Group Holdings, Inc. 1211 Avenue of the Americas New York, New York 10036 Ladies and Gentlemen: We are special counsel to The CIT Group Holdings, Inc., a Delaware corporation (the "Corporation"), in connection with (a) the Registration Statement on Form S-3 of the Corporation covering $6,000,000,000 aggregate principal amount of the Corporation's senior/senior subordinated debt securities (the "Debt Securities"), which is being filed with the Securities and Exchange Commission (the "Commission") on the date hereof; (b) Post-Effective Amendment No. 3, which is being filed with the Commission on the date hereof, to the Corporation's Registration Statement on Form S-3 (File No. 33-52685), which was declared effective by the Commission on May 11, 1994, as amended by Post-Effective Amendment Nos. 1 and 2; (c) Post-Effective Amendment No. 5, which is being filed with the Commission on the date hereof, to the Corporation's Registration Statement on Form S-3 (File No. 33-58418), which was declared effective by the Commission on March 15, 1993, as amended by Post-Effective Amendment Nos. 1, 2, 3 and 4; and (d) Post-Effective Amendment No. 7 which is being filed with the Commission on the date hereof, to the Corporation's Registration Statement on Form S-3 (File No. 33-50666), which was declared effective by the Commission on August 28, 1992, as amended by Post-Effective Amendments Nos. 1, 2, 3, 4, 5 and 6 (each, as so amended, a "Registration Statement", and, collectively, as so amended, the "Registration Statements") relating to the issuance from and after the date hereof of up to $8,511,000,000 in aggregate principal amount of the Debt Securities pursuant to the following indentures (each, an "Indenture"): (i) the Indenture dated as of May 1, 1994, between the Corporation and The Chase Manhattan Bank (National Association), as Trustee; (ii) the Indenture dated as of May 1, 1994, between the Corporation and The First National Bank of Chicago, as Trustee; (iii) the Indenture dated as of The CIT Group Holdings, Inc. March 15, 1995 Page 2 May 1, 1994, between the Corporation and Harris Trust and Savings Bank, as Trustee; (iv) the Indenture dated as of May 1, 1994, between the Corporation and BankAmerica National Trust Company, as Trustee; (v) the Indenture dated as of May 1, 1994, between the Corporation and The First National Bank of Boston, as Trustee; (vi) the Indenture dated as of May 1, 1994, between the Corporation and The Bank of New York, as Trustee; (vii) the Indenture dated as of May 1, 1994, between the Corporation and PNC Bank, National Association, as Trustee; (viii) the Indenture dated as of May 1, 1994, between the Corporation and Citibank, N.A., as Trustee; (ix) the Indenture dated as of May 1, 1994, between the Corporation and Society National Bank, as Trustee; and (x) the Indenture dated as of May 1, 1994, between the Corporation and The Bank of New York, as Senior Subordinated Trustee. In this capacity, we have examined signed copies of each Registration Statement and originals, telecopies or copies, certified or otherwise identified to our satisfaction, of such records of the Corporation and all such agreements, certificates of public officials, certificates of officers or representatives of the Corporation and others, and such other documents, certificates and corporate or other records as we have deemed necessary or appropriate as a basis for this opinion. As to all matters of fact (including, without limitation, matters of fact set forth in this opinion), we have relied upon and assumed the accuracy of statements and representations of officers and other representatives of the Corporation and others. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons signing or delivering any instrument, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed, with respect to each of the Indentures, that each such Indenture was duly authorized, executed and delivered by the trustee named therein. Based upon the foregoing, having regard for such legal considerations as we deem relevant, we are of the opinion that the Debt Securities have been duly authorized and, when duly executed by the Corporation and authenticated in accordance with the terms of an Indenture and issued and delivered in accordance with the terms of such Indenture against payment therefor as contemplated by the applicable Registration Statement, will constitute valid and binding obligations of the Corporation. We hereby consent to the filing of this opinion as an exhibit to each Registration Statement and to the reference to this firm appearing under the heading "Legal Opinions" in each Registration Statement and the Prospectus which forms a part of each Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations of the Commission thereunder. We are attorneys admitted to practice in the State of New York and the opinion set forth above is limited to the laws of the State of New York and the Delaware General Corporation Law. Paul N. Roth, a member of the firm rendering this opinion, is a director of the Corporation. The CIT Group Holdings, Inc. March 15, 1995 Page 3 Very truly yours, SCHULTE ROTH & ZABEL EX-12 3 EXHIBIT 12 EXHIBIT 12 THE CIT GROUP HOLDINGS, INC. AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
Years Ended December 31, ---------------------------------- 1994 1993 1992 -------- -------- -------- Dollar Amounts in Thousands Net income..................................................... $201,128 $182,308 $162,300 Provision for income taxes..................................... 123,941 128,489 105,311 Extraordinary item--loss on early extinguishment of debt, net of income tax benefit................................... -- -- 4,241 -------- -------- -------- Earnings before provision for income taxes and extraordinary item .......................................... 325,069 310,797 271,852 -------- -------- -------- Fixed Charges: Interest and debt expenses on indebtedness................. 613,957 508,006 552,017 Interest factor--one third of rentals on real and personal properties............................................... 7,855 8,001 8,278 -------- -------- -------- Total fixed charges...................................... 621,812 516,007 560,295 -------- -------- -------- Total earnings before provisions for income taxes, extraordinary item, and fixed charges.................... $946,881 $826,804 $832,147 ======== ======== ======== Ratios of Earnings to Fixed Charges............................ 1.52 1.60 1.49
EX-24 4 EXHIBIT 24.1 EXHIBIT 24.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors The CIT Group Holdings, Inc.: We consent to the use of our report dated January 17, 1995, relating to the consolidated balance sheets of The CIT Group Holdings, Inc. and subsidiaries as of December 31, 1994 and 1993, 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, 1994 incorporated by reference in this Registration Statement on Form S-3 of The CIT Group Holdings, Inc., which report appears in the December 31, 1994 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 LLP Short Hills, New Jersey March 15, 1995 EX-25 5 EXHIBIT 25.1 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, 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 Registration Statement on Form S-3 for the registration of debt securities under said Act of $6,000,000,000 aggregate principal amount, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of $6,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), 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, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement 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 Registration Statement 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 13th day of February, 1995. /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, 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 Registration Statement on Form S-3 for the registration of debt securities under said Act of $6,000,000,000 aggregate principal amount, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of $6,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), 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, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement 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 Registration Statement 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 13th day of February, 1995. /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, 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 Registration Statement on Form S-3 for the registration of debt securities under said Act of $6,000,000,000 aggregate principal amount, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of $6,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), 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, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement 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 Registration Statement 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 13th day of February, 1995. /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, 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 Registration Statement on Form S-3 for the registration of debt securities under said Act of $6,000,000,000 aggregate principal amount, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of $6,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), 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, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement 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 Registration Statement 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 13th day of February, 1995. /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, 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 Registration Statement on Form S-3 for the registration of debt securities under said Act of $6,000,000,000 aggregate principal amount, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of $6,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), 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, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement 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 Registration Statement 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 13th day of February, 1995. /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, 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 Registration Statement on Form S-3 for the registration of debt securities under said Act of $6,000,000,000 aggregate principal amount, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of $6,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), 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, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement 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 Registration Statement 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 13th day of February, 1995. /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, 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 Registration Statement on Form S-3 for the registration of debt securities under said Act of $6,000,000,000 aggregate principal amount, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of $6,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), 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, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement 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 Registration Statement 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 13th day of February, 1995. /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, 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 Registration Statement on Form S-3 for the registration of debt securities under said Act of $6,000,000,000 aggregate principal amount, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of $6,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), 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, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement 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 Registration Statement 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 13th day of February, 1995. /s/HIDEO KITAHARA ----------------------------- Hideo Kitahara 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, 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 Registration Statement on Form S-3 for the registration of debt securities under said Act of $6,000,000,000 aggregate principal amount, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of $6,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), 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, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement 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 Registration Statement 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 13th day of February, 1995. /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, 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 Registration Statement on Form S-3 for the registration of debt securities under said Act of $6,000,000,000 aggregate principal amount, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of $6,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), 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, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement 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 Registration Statement 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 13th day of February, 1995. /s/WILLIAM H. TURNER ----------------------------- William H. Turner EX-25 6 EXHIBIT 25.2 Exhibit 25.2 THE CIT GROUP HOLDINGS, INC. CERTIFIED RESOLUTIONS I, Ernest D. Stein, hereby certify that I am the Secretary and the official custodian of certain records including the Certificate of Incorporation, By-Laws, and minutes of the meetings of the Board of Directors of THE CIT GROUP HOLDINGS, INC., a Delaware corporation, and that the following is a true, accurate, and compared extract from the minutes of the meeting of the Board of Directors of THE CIT GROUP HOLDINGS, INC. held on February 13, 1995, and that the same have not been revoked, annulled or amended in any manner whatsoever: WHEREAS, The CIT Group Holdings, Inc. (the "Corporation") desires to obtain financing in public debt markets and in that connection desires to authorize Albert R. Gamper, Jr., Ernest D. Stein, and Donald J. Rapson, and each of them, to sign, on behalf of the Corporation and certain of its directors and officers a registration statement on Form S-3, and any amendments thereto, for the registration of debt securities of the Corporation under the Securities Act of 1933, as amended (the "Securities Act"), under such terms and conditions to be determined by the Executive Committee of the Board of Directors of the Corporation (the "Executive Committee"), which terms and conditions may be amended from time to time; and NOW, THEREFORE, BE IT: RESOLVED, that the Corporation deems it advisable and in the best interest of the Corporation for the Corporation to be in a position to obtain additional financing from time to time by means of an offering of up to $6,000,000,000 aggregate principal amount or, if issued at an original issue discount, such greater principal amount as shall result in an aggregate initial public offering price of $6,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency) to be made (i) directly to purchasers, (ii) through agents designated from time to time, (iii) through underwriters or a group of underwriters represented by one or more particular underwriter(s), or (iv) to dealers, from and after the date hereof on a continuing basis (such issue of debt securities or any series thereof being hereinafter sometimes referred to in these resolutions as the "Debt Securities") under such terms and conditions, which may be amended from time to time, as the Executive Committee shall determine; and RESOLVED FURTHER, that the proper officers of the Corporation be, and they hereby are, authorized to proceed with the preparation of a registration statement on Form S-3 (such registration statement being hereinafter referred to in these resolutions as the "Registration Statement") for the registration under the Securities Act of any or all of the Debt Securities for sale, and to proceed with such financing at such time, if at all, within such period as the Executive Committee shall deem appropriate; and RESOLVED FURTHER, that Albert R. Gamper, Jr., Ernest D. Stein, and Donald J. Rapson be, and each of them with full power to act with or without the others hereby is, authorized to sign the Registration Statement covering the registration under the Securities Act of the Debt Securities and any and all amendments (including post-effective amendments) to the Registration Statement, on behalf of and as true and lawful attorney-in-fact or attorneys-in-fact for the Corporation and on behalf of and as true and lawful attorney-in-fact or attorneys-in-fact for the Chief Executive Officer and/or the Chief Financial Officer and/or the Chief Accounting Officer and/or other officers of the Corporation, including, without limitation, the Chairman and/or the Vice Chairman and/or the President and/or each Senior Executive Vice President and/or each Executive Vice President and/or each Senior Vice President and/or each Vice President and/or the Treasurer and/or the Secretary and/or the Assistant Secretary (in attestation of the corporate seal of the Corporation or otherwise). IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of The CIT Group Holdings, Inc. this 15th day of March, 1995. [SEAL] /s/ERNEST D. STEIN ----------------------------- Secretary EX-26 7 EXHIBIT 26.1 EXHIBIT 26.1 CONFORMED COPY ================================================================================ FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |__| ------------------------ THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 48 Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) ------------------------ The CIT Group Holdings, Inc. (Exact name of obligor as specified in its charter) Delaware 13-2994534 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 1211 Avenue of the Americas New York, New York 10036 (Address of principal executive offices) (Zip code) ---------------------- Debt Securities (Title of the indenture securities) ================================================================================ 1. General information. Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject. - -------------------------------------------------------------------------------- Name Address - -------------------------------------------------------------------------------- Superintendent of Banks of the State of 2 Rector Street, New York, New York N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation Washington, D.C. 20429 New York Clearing House Association New York, New York (b) Whether it is authorized to exercise corporate trust powers. Yes. 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. (See Note on page 3.) 16. List of Exhibits. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the Commission's Rules of Practice. 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) -2- 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. NOTE Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee of all facts on which to base a responsive answer to Item 2, the answer to said Item is based on incomplete information. Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1. - 3 - SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 13th day of March, 1995. THE BANK OF NEW YORK By: /S/ MARY JANE MORRISSEY -------------------------- Name: MARY JANE MORRISSEY Title: ASSISTANT VICE PRESIDENT -4- ================================================================================ Consolidated Report of Condition of THE BANK OF NEW YORK of 48 Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business September 30, 1994, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS in Thousands Cash and balances due from depos- itory institutions: Noninterest-bearing balances and currency and coin .................. $ 2,833,550 Interest-bearing balances .......... 701,828 Securities: Held-to-maturity securities ........ 1,359,569 Available-for-sale securities ...... 1,725,600 Federal funds sold in domestic offices of the bank ................ 5,350,368 Loans and lease financing receivables: Loans and leases, net of unearned income .................24,252,467 LESS: Allowance for loan and lease losses ..............629,631 LESS: Allocated transfer risk reserve .....................30,661 Loans and leases, net of unearned income, allowance, and reserve ... 23,592,175 Assets held in trading accounts ...... 1,354,396 Premises and fixed assets (including capitalized leases) ................ 629,219 Other real estate owned .............. 51,372 Investments in unconsolidated subsidiaries and associated companies .......................... 178,742 Customers' liability to this bank on acceptances outstanding ............ 996,184 Intangible assets .................... 76,599 Other assets ......................... 1,498,770 ----------- Total assets ......................... $40,348,372 =========== LIABILITIES Deposits: In domestic offices ................ $19,692,982 Noninterest-bearing .......8,179,472 Interest-bearing .........11,513,510 In foreign offices, Edge and Agreement subsidiaries, and IBFs ... 10,034,789 Noninterest-bearing ..........57,902 Interest-bearing ..........9,976,887 Federal funds purchased and secu- rities sold under agreements to re- purchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased ............ 1,240,870 Securities sold under agreements to repurchase .................... 37,612 Demand notes issued to the U.S. Treasury ........................... 197,519 Trading liabilities .................. 975,739 Other borrowed money: With original maturity of one year or less .......................... 1,621,466 With original maturity of more than one year ......................... 33,955 Bank's liability on acceptances exe- cuted and outstanding .............. 997,024 Subordinated notes and debentures .... 1,062,320 Other liabilities .................... 1,450,981 ---------- Total liabilities .................... 37,345,257 ========== EQUITY CAPITAL Common stock ........................ 942,284 Surplus ............................. 525,666 Undivided profits and capital reserves .......................... 1,577,819 Net unrealized holding gains (losses) on available-for-sale securities ........................ (36,779) Cumulative foreign currency transla- tion adjustments .................. (5,875) Total equity capital ................ 3,003,115 ----------- Total liabilities and equity capital ........................... $40,348,372 =========== I, Robert E. Keilman,Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Robert E. Keilman We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. Thomas A. Renyi J. Carter Bacot Directors Alan R. Griffith ================================================================================ EX-26 8 EXHIBIT 26.2 EXHIBIT 26.2 Securities Act of 1933 File No. ---------- (If application to determine eligibility of trustee for delayed offering pursuant to Section 305 (b) (2)) ================================================================================ ---------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ------------- ------------------ THE CHASE MANHATTAN BANK (National Association) (Exact name of trustee as specified in its charter) 13-2633612 (I.R.S. Employer Identification Number) 1 Chase Manhattan Plaza, New York, New York (Address of principal executive offices) 10081 (Zip Code) --------------- THE CIT GROUP HOLDINGS, INC. (Exact name of obligor as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 13-2994534 (I.R.S. Employer Identification No.) 1211 Avenue of the Americas New York, New York (Address principal executive offices) 10036 (Zip Code) --------------------------------- Debt Securities (Title of the indenture securities) ================================================================================ Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of The Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. The Trustee is not the obligor, nor is the Trustee directly or indirectly controlling, controlled by, or under common control with the obligor. (See Note on Page 2.) Item 16. List of Exhibits. List below all exhibits filed as a part of this statement of eligibility. *1. -- A copy of the articles of association of the trustee as now in effect. (See Exhibit T-1 (Item 12), Registration No. 33-55626.) *2. -- Copies of the respective authorizations of The Chase Manhattan Bank (National Association) and The Chase Bank of New York (National Association) to commence business and a copy of approval of merger of said corporations, all of which documents are still in effect. (See Exhibit T-1 (Item 12), Registration No. 2-67437.) *3. -- Copies of authorizations of The Chase Manhattan Bank (National Association) to exercise corporate trust powers, both of which documents are still in effect. (See Exhibit T-1 (Item 12), Registration No. 2-67437.) *4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1 (Item 12(a)), Registration No. 22-26320.) *5. -- A copy of each indenture referred to in Item 4, if the obligor is in default. (Not applicable.) *6. -- The consents of United States institutional trustees required by Section 321(b) of the Act. (See Exhibit T-1, (Item 12), Registration No. 22-19019.) 7. -- A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. - ------------------- *The Exhibits thus designated are incorporated herein by reference. Following the description of such Exhibits is a reference to the copy of the Exhibit heretofore filed with the Securities and Exchange Commission, to which there have been no amendments or changes. ------------------- 1. NOTE Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of all facts on which to base a responsive answer to Item 2 the answer to said Item is based on incomplete information. Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, The Chase Manhattan Bank (National Association), a corporation organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and the State of New York, on the 15th day of March, 1995. THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) /s/ Sheik Wiltshire ------------------------------ By: Sheik Wiltshire, Corporate Trust Officer 2. Exhibit 7 --------- REPORT OF CONDITION Consolidating domestic and foreign subsidiaries of the THE CHASE MANHATTAN BANK, N.A. of New York in the State of New York, at the close of business on September 30, 1994, published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161. Charter Number 2370 Comptroller of the Currency Northeastern District Statement of Resources and Liabilities
Thousands ASSETS of Dollars Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ................................. $ 5,329,799 Interest-bearing balances .......................................................... 7,247,035 Held to maturity securities ............................................................ 1,315,347 Available-for-sale securities ......................................................... 5,289,499 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds sold ................................................................. 3,043,701 Securities purchased under agreements to resell .................................... 11,450 Loans and lease financing receivable: Loans and leases, net of unearned income ............................. $50,033,807 LESS: Allowance for loan and lease losses ............................ 1,069,547 LESS: Allocated transfer risk reserve ............................... 0 ------------- Loans and leases, net of unearned income, allowance, and reserve ................... 48,964,260 Assets held in trading accounts ........................................................ 15,642,451 Premises and fixed assets (including capitalized leases) ............................... 1,728,478 Other real estate owned ................................................................ 740,657 Investments in unconsolidated subsidiaries and associated companies .................... 54,288 Customers' liability to this bank on acceptances outstanding ........................... 704,895 Intangible assets ...................................................................... 811,028 Other assets ........................................................................... 3,962,227 ----------- TOTAL ASSETS............................................................................ $94,845,115 =========== LIABILITIES Deposits: In domestic offices ................................................................ $28,883,652 Noninterest-bearing................................................. $10,787,819 Interest-bearing.................................................... 18,095,833 ----------- In foreign offices, Edge and Agreement subsidiaries, and IBFs .................... 34,739,997 Noninterest-bearing................................................. $ 2,533,081 Interest-bearing.................................................... 32,206,916 ----------- Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased........................................................... 1,958,837 Securities sold under agreements to repurchase.................................... 346,589 Demand notes issued to the U.S. Treasury............................................ 418,219 Trading liabilities................................................................. 10,707,226 Other borrowed money: With original maturity of one year or less ....................................... 3,314,023 With original maturity of more than one year ..................................... 252,491 Mortgage indebtedness and obligations under capitalized leases ..................... 40,761 Bank's liability on acceptances executed and outstanding ........................... 708,649 Subordinated notes and debentures................................................... 2,360,000 Other liabilities................................................................... 4,126,966 ----------- TOTAL LIABILITIES................................................................... 87,857,410 ----------- Limited-life preferred stock and related surplus ................................... 0 EQUITY CAPITAL Perpetual preferred stock and related surplus ...................................... 0 Common stock........................................................................ 914,334 Surplus............................................................................. 4,625,213 Undivided profits and capital reserves ............................................. 1,445,029 Net unrealized holding gains (losses) on available-for-sale securities ............. (7,882) Cumulative foreign currency translation adjustments ................................ 11,011 ----------- TOTAL EQUITY CAPITAL................................................................ 6,987,705 ----------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL ............................................................. $94,845,115 ===========
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. (Signed) Lester J. Stephens, Jr. We the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. (Signed) Thomas G. Labrecque (Signed) Arthur F. Ryan Directors (Signed) Richard J. Boyle EX-26 9 EXHIBIT 26.3 EXHIBIT 26.3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) -------- --------------------------- THE FIRST NATIONAL BANK OF CHICAGO (Exact name of trustee as specified in its charter) A National Banking Association 36-0899825 (I.R.S. employer identification number) One First National Plaza, Chicago, Illinois 60670-0126 (Address of principal executive offices) (Zip Code) The First National Bank of Chicago One First National Plaza, Suite 0286 Chicago, Illinois 60670-0286 Attn: Lynn A. Goldstein, Law Department (312) 732-6919 (Name, address and telephone number of agent for service) --------------------------- 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 incorporation or organization) Identification number) 1211 Avenue of the Americas 10036 New York, New York (Zip Code) (Address of Principal Executive Offices) Debt Securities (Title of the indenture securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervision authority to which it is subject. Comptroller of Currency, Washington, D. C., Federal Deposit Insurance Corporation, Washington, D. C., The Board of Governors of the Federal Reserve System, Washington, D. C.. (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. No such affiliation exists with the trustee. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the articles of association of the trustee now in effect.* 2. A copy of the certificates of authority of the trustee to commence business.* 3. A copy of the authorization of the trustee to exercise corporate trust powers.* 4. A copy of the existing by-laws of the trustee.* 5. Not applicable. 6. The consent of the trustee required by Section 321(b) of the Act. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. * Exhibit 1,2,3 and 4 are herein incorporated by reference to Exhibits bearing identical numbers in Item 12 of the Form T-1 of The First National Bank of Chicago, filed as Exhibit 26 to the Registration Statement on Form S-3 of The CIT Group Holdings, Inc., filed with the Securities and Exchange Commission on February 16, 1993 (Registration No. 33-58418). Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, The First National Bank of Chicago, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 13th day of March, 1995. The First National Bank of Chicago, Trustee, By: /s/ Steven M. Wagner ----------------------------- Steven M. Wagner Vice President & Senior Counsel Corporate Trust Services Division EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT March 13, 1995 Securities and Exchange Commission Washington, D. C. 20549 Gentlemen: In connection with the qualification of an indenture between The CIT Group Holdings, Inc. and The First National Bank of Chicago, as trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State Authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, THE FIRST NATIONAL BANK OF CHICAGO By: /s/Steven M. Wagner ---------------------------- Steven M. Wagner Vice President and Senior Counsel Corporate Trust Services Division EXHIBIT 7 A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/94 ST-BK: 17-1630 FFIEC 031 Address: One First National Plaza, Suite 0460 Page RC-1 City, State Zip: Chicago, IL 60670-0460 FDIC Certificate No.: 0/3/6/1/8 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for December 31, 1994 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding of the last business day of the quarter. Schedule RC--Balance Sheet
C400 Dollar Amounts in ----- Thousands RCFD BIL MIL THOU ----------------- ---- ------------ ---- ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin(1) .......... 0081 3,776.149 1.a. b. Interest-bearing balances(2) ................................... 0071 7,670,634 1.b. 2. Securities a. Held-to-maturity securities(from Schedule RC-B, column A) ...... 1754 163,225 2.a. b. Available-for-sale securities (from Schedule RC-B, column D) ... 1773 533,857 2.b. 3. Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and its Edge and Agreement subsidiaries, and in IBFs: a. Federal Funds sold ............................................. 0276 4,037,205 3.a. b. Securities purchased under agreements to resell ................ 0277 423,381 3.b. 4. Loans and lease financing receivables: a. Loans and leases, net of unearned income (from Schedule RC-C) .......................................................... RCFD 2122 15,617,618 4.a. b. LESS: Allowance for loan and lease losses ...................... RCFD 3123 351,191 4.b. c. LESS: Allocated transfer risk reserve .......................... RCFD 3128 0 4.c. d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) ........................... 2125 15,266,427 4.d. 5. Assets held in trading accounts ................................... 3545 8,227,304 5. 6. Premises and fixed assets (including capitalized leases) .......... 2145 512,222 6. 7. Other real estate owned (from Schedule RC-M) ...................... 2150 46,996 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) .................................... 2130 7,571 8. 9. Customers' liability to this bank on acceptances outstanding ...... 2155 507,151 9. 10. Intangible assets (from Schedule RC-M) ............................ 2143 120,504 10. 11. Other assets (from Schedule RC-F) ................................. 2160 1,250,306 11. 12. Total assets (sum of items 1 through 11) .......................... 2170 42,542,932 12.
- ------------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held in trading accounts. Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/94 ST-BK: 17-1630 FFIEC 031 Address: One First National Plaza, Suite 0460 Page RC-2 City, State Zip: Chicago, IL 60670-0460 FDIC Certificate No.: 0/3/6/1/8 Schedule RC-Continued
Dollar Amounts in Thousands Bil Mil Thou -------------------- ------------ LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part 1) ................................ RCON 2200 15,103,504 13.a. (1) Noninterest-bearing(1) ................................. RCON 6631 6,129,078 13.a.(1) (2) Interest-bearing ....................................... RCON 6636 8,974,426 13.a.(2) b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) ......................... RCFN 2200 10,633,999 13.b. (1) Noninterest bearing .................................... RCFN 6631 460,916 13.b.(1) (2) Interest-bearing ....................................... RCFN 6636 10,173,083 13.b.(2) 14. Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: a. Federal funds purchased .................................... RCFD 0278 2,883,499 14.a. b. Securities sold under agreements to repurchase ............. RCFD 0279 502,401 14.b. 15. a. Demand notes issued to the U.S. Treasury ................... RCON 2840 112,289 15.a. b. Trading Liabilities ........................................ RCFD 3548 4,798,720 15.b. 16. Other borrowed money: a. With original maturity of one year or less ................. RCFD 2332 2,355,421 16.a. b. With original maturity of more than one year .............. RCFD 2333 382,801 16.b. 17. Mortgage indebtedness and obligations under capitalized leases ........................................................ RCFD 2910 275,794 17. 18. Bank's liability on acceptance executed and outstanding ....... RCFD 2920 507,151 18. 19. Subordinated notes and debentures ............................. RCFD 3200 1,225,000 19. 20. Other liabilities (from Schedule RC-G) ........................ RCFD 2930 860,989 20. 21. Total liabilities (sum of items 13 through 20) ................ RCFD 2948 39,641,568 21. 22. Limited-Life preferred stock and related surplus .............. RCFD 3282 0 22. EQUITY CAPITAL 23. Perpetual preferred stock and related surplus ................. RCFD 3838 0 23. 24. Common stock .................................................. RCFD 3230 200,858 24. 25. Surplus (exclude all surplus related to preferred stock) ...... RCFD 3839 2,273,657 25. 26. a. Undivided profits and capital reserves ..................... RCFD 3632 431,545 26.a. b. Net unrealized holding gains (losses) on available-for-sale securities ................................................. RCFD 8434 [ 4,184) 26.b. 27. Cumulative foreign currency translation adjustments ........... RCFD 3284 (512) 27. 28. Total equity capital (sum of items 23 through 27) ............. RCFD 3210 2,901,364 28. 29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, and 28) ........................ RCFD 3300 42,542,932 29. Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external Number auditors as of any date during 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 6724 N/A M.1.
1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 4 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 5 = Review of the bank's financial statements by external auditors 6 = Compilation of the bank's financial statements by external auditors 7 = Other audit procedures (excluding tax preparation work) 8 = No external audit work - ----------------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. EX-26 10 EXHIBIT 26.4 EXHIBIT 26.4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) -------------- HARRIS TRUST AND SAVINGS BANK (Name of Trustee) Illinois 36-1194448 (State of Incorporation) (I.R.S. Employer Identification No.) 111 West Monroe Street; Chicago, Illinois 60603 (Address of principal executive offices) Carolyn C. Potter, Harris Trust and Savings Bank, 111 West Monroe Street; Chicago, Illinois, 60603 312-461-2531 (Name, address and telephone number for agent for service) THE CIT GROUP HOLDINGS, INC. (Name of obligor) Delaware 13-2994534 (State of Incorporation) (I.R.S. Employer Identification No.) 1211 Avenue of the Americas New York, New York 10036 (Address of principal executive offices) Debt Securities (Title of indenture securities) 1. GENERAL INFORMATION. Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject. Commissioner of Banks and Trust Companies, State of Illinois, Springfield, Illinois; Chicago Clearing House Association, 164 West Jackson Boulevard, Chicago, Illinois; Federal Deposit Insurance Corporation, Washington, D.C.; The Board of Governors of the Federal Reserve System,Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Harris Trust and Savings Bank is authorized to exercise corporate trust powers. 2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee, describe each such affiliation. The Obligor is not an affiliate of the Trustee. 3. thru 15. NO RESPONSE NECESSARY 16. LIST OF EXHIBITS. 1. A copy of the articles of association of the Trustee is now in effect which includes the authority of the trustee to commence business and to exercise corporate trust powers. A copy of the Certificate of Merger dated April 1, 1972 between Harris Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which constitutes the articles of association of the Trustee as now in effect and includes the authority of the Trustee to commence business and to exercise corporate trust powers was filed in connection with the Registration Statement of Louisville Gas and Electric Company, File No. 2-44295, and is incorporated herein by reference. 2. A copy of the existing by-laws of the Trustee. A copy of the existing by-laws of the Trustee was filed in connection with the Registration Statement of Hillenbrand Industries, Inc., File No. 33-44086, and is incorporated herein by reference. 3. The consents of the Trustee required by Section 321(b) of the Act. (included as Exhibit A on page 2 of this statement) 4. A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. (included as Exhibit B on page 3 of this statement) 1 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the laws of the State of Illinois, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 7th day of March, 1995. HARRIS TRUST AND SAVINGS BANK By: /s/ CAROLYN C. POTTER -------------------------- Carolyn C. Potter Assistant Vice President EXHIBIT A The consents of the trustee required by Section 321(b) of the Act. Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that reports of examinations of said trustee by Federal and State authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. HARRIS TRUST AND SAVINGS BANK By: /s/ CAROLYN C. POTTER -------------------------- Carolyn C. Potter Assistant Vice President 2 EXHIBIT B Attached is a true and correct copy of the statement of condition of Harris Trust and Savings Bank as of December 31, 1994, as published in accordance with a call made by the State Banking Authority and by the Federal Reserve Bank of the Seventh Reserve District. [GRAPHIC OMITTED] HARRIS BANK Harris Trust and Savings Bank 111 West Monroe Street Chicago, Illinois 60603 of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of business on December 31, 1994, a state banking institution organized and operating under the banking laws of this State and a member of the Federal Reserve System. Published in accordance with a call made by the Commissioner of Banks and Trust Companies of the State of Illinois and by the Federal Reserve Bank of this District. Bank's Transit Number 71000288
THOUSANDS ASSETS OF DOLLARS Cash and balances due from depository institutions: Non-interest bearing balances and currency and coin.................................. $ 1,226,753 Interest bearing balances............................................................ $ 732,083 Securities:................................................................................... a. Held-to-maturity securities $ 718,072 b. Available-for-sale securities $ 1,795,896 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold................................................................... $ 374,200 Securities purchased under agreements to resell...................................... $ 9,831 Loans and lease financing receivables: Loans and leases, net of unearned income............................................. $ 6,371,039 LESS: Allowance for loan and lease losses........................................... $ 90,492 ----------- Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b)................................................................. $ 6,280,547 Assets held in trading accounts.............................................................. $ 169,830 Premises and fixed assets (including capitalized leases)...................................... $ 136,703 Other real estate owned....................................................................... $ 1,780 Investments in unconsolidated subsidiaries and associated companies.......................... $ 37 Customer's liability to this bank on acceptances outstanding.................................. $ 69,447 Intangible assets............................................................................. $ 24,851 Other assets.................................................................................. $ 403,300 ----------- TOTAL ASSETS.................................................................................. $11,944,330 =========== LIABILITIES Deposits: In domestic offices...................................................................... $ 4,529,148 Non-interest bearing................................................................. $ 2,659,945 Interest bearing..................................................................... $ 1,869,203 In foreign offices, Edge and Agreement subsidiaries, and IBF's........................... $ 2,486,418 Non-interest bearing................................................................. $ 31,903 Interest bearing..................................................................... $ 2,454,515 3 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds purchased.................................................................. $ 1,179,441 Securities sold under agreements to repurchase........................................... $ 1,643,381 Trading Liabilities........................................................................... $ 149,363 Other borrowed money: a. With original maturity of one year or less................................................ $ 667,231 b. With original maturity of more than one year.............................................. $ 14,268 Bank's liability on acceptances executed and outstanding...................................... $ 69,447 Subordinated notes and debentures............................................................. $ 235,000 Other liabilities............................................................................. $ 240,902 ----------- TOTAL LIABILITIES $11,214,599 =========== EQUITY CAPITAL Common stock................................................................................. $ 100,000 Surplus....................................................................................... $ 275,000 a. Undivided profits and capital reserves.................................................... $ 375,032 b. Net unrealized holding gains (losses) on available-for-sale securities ($20,301) ----------- TOTAL EQUITY CAPITAL $ 729,731 =========== Total liabilities, limited-life preferred stock, and equity capital......................... $11,944,330 ===========
I, Paul Skubic, Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. PAUL SKUBIC 1/27/95 We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and, to the best of our knowledge and belief, has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and the Commissioner of Banks and Trust Companies of the State of Illinois and is true and correct. DONALD S. HUNT, RICHARD E. TERRY, JAMES J. GLASSER, Directors. 4 EX-26 11 EXHIBIT 26.5 EXHIBIT 26.5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) ------ BANKAMERICA NATIONAL TRUST COMPANY (Exact name of trustee as specified in its charter) Not Applicable (Jurisdiction of incorporation or organization if not a U.S. national bank) 95-3804037 (I.R.S. Employer Identification No.) One World Trade Center, New York, New York 10048-1191 (Address of principal executive offices) (Zip Code) General Counsel Bank of America NT & SA 335 Madison Avenue, 4th Floor New York, NY 10017 (212) 503-8297 (Name, address and telephone number of agent for services) ------------------- The CIT Group Holdings, Inc. (Exact name obligor as specified in its its charter) Delaware 13-2994534 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1211 Avenue of the Americas 10036 New York, New York (Zip Code) (Address of principal executive offices) --------------------------------- Debt Securities (Title of the indenture securities) GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, 250 E Street, S.W., Washington, D.C. 20219; Federal Deposit Insurance Corporation, 550 17th Street, N.W., Washington, D.C. 20429; Board of Governors of The Federal Reserve System, 20th and C Streets, N.W., Washington, D.C. 20551 (b) Whether it is authorized to exercise corporate trust powers. Yes Item 2. Affiliations with Obligor If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the trustee. (See Note on Page 3) Item 4. Not Applicable Item 16. List of Exhibits List below are exhibits filed as a part of this statement of eligibility and qualification. Exhibit 1 A copy of the Articles of Association of the Trustee; incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 33-34670. Exhibit 2 A copy of the Certificate of Authority to Commence Business of the Trustee, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 2-97868. Exhibit 3 Included in Exhibit 1. Exhibit 4 A copy of the existing by-laws of the Trustee; incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 33-34670. Exhibit 5 A copy of each indenture referred to in Item 4 if the obligor is in default. Not applicable. -2- Exhibit 6 Consents of BankAmerica National Trust Company formerly Security Pacific National Trust Company (New York) required by Section 321 (b) of the Trust Indenture Act of 1939; incorporated herein by reference to Exhibit 6, filed with Form T-1 Statement, Registration No. 2-97868. Exhibit 7 A copy of the latest report of the Trustee published pursuant to the laws or the requirements of its supervising or examining authority. Exhibit 8 A copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. Not Applicable. Exhibit 9 Foreign trustees are required to file a consent to service of process on Form F-X. Not Applicable. ------------------------- NOTE Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee of all facts on which to base responsive answers to Item 2 the answer to said Item is based on incomplete information. Item 2 may be considered correct unless amended by an amendment to this Form T-1. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, BankAmerica National Trust Company, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 15th day of March, 1995. BANKAMERICA NATIONAL TRUST COMPANY By /s/ GEOVANNI BARRIS ------------------------ Geovanni Barris Trust Officer -3- BANKAMERICA NATIONAL TRUST COMPANY Exhibit 7 to Form T-1 One World Trade Center, 18th Floor New York City, NY 10048 FDIC Certificate Number 24430 Consolidated Report of Condition for Insured Commercial Banks for December 31, 1994 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. SCHEDULE RC - BALANCE SHEET Dollar Amounts in Thousands - ------------------------------------------------------------------------ Assets 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin [1].................................... 850,437 b. Interest-bearing balances [2]............................ 10,200 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A)........................... 2,012 b. Available-for-sale securities (from Schedule RC-B, column D)........................... 4,729 3. Federal funds sold and securities purchases under agreements to resell: a. Federal funds sold...................................... b. Securities purchased under agreements to resell.................................... 22,394 4. Loans and lease financing receivables: a. Loans and leases, net of unearned income (from Schedule RC-C)............................ 186,898 b. LESS: Allowance for loan and lease losses........................................... 375 c. LESS: Allocated transfer risk reserve................................................ d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c)........................................... 186,541 5. Assets held in trading accounts (from Schedule RC-D)............................................... 980 6. Premises and fixed assets (including capitalized leases).......................................... 7. Other real estate owned...................................... 8. Investments in unconsolidated subsidiaries and associated companies......................................... 9. Customer's liability to this bank on acceptances outstanding...................................... 10. Intangible assets (from Schedule RC-M)....................... 9,294 11. Other assets (from Schedule RC-F)............................ 29,232 12. Total assets (sum of items 1 through 11...................... 1,115,819 - --------------- [1] Includes cash items in process of collection and unposted debits. [2] Includes time certificates of deposit not held in trading ccounts. SCHEDULE RC-CONTINUED Dollar Amounts in Thousands - -------------------------------------------------------------------------------- Liabilities 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)............................... 891,053 (1) Noninterest-bearing [1]............................... 891,053 (2) Interest-bearing...................................... b. In foreign offices, Edge and Agreement subsidiaries, and IBFs.................................... (1) Noninterest-bearing................................... (2) Interest-bearing...................................... 14. Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased................................... b. Securities sold under agreements to repurchase............ 15. Demand notes issued to the U.S. Treasury..................... 16. Other borrowed money......................................... 14,396 17. Mortgage indebtedness and obligations under capitalized leases..................................... 18. Bank's liability on acceptances executed and outstanding.............................................. 19. Notes and debentures subordinated to deposits................ 20. Other liabilities (from Schedule RC-G)....................... 29,709 21. Total liabilities (sum of items 13 through 20)............... 985,158 22. Limited-life preferred stock................................. EQUITY CAPITAL 23. Perpetual preferred stock.................................... 24. Common Stock................................................. 500 25. Surplus...................................................... 139,063 26(a)Undivided profits and capital reserves....................... (8,904) 26(b)Net unrealized holding gains (losses) on available for sale securities................................................... 2 27. Cumulative foreign currency translation adjustments.......... 28. Total equity capital (sum of items 23 through 27)............ 130,661 29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21,22 and 28)............... 1,115,819 - --------------- 1] Includes total demand deposits and noninterest-bearing time and savings deposits. EX-26 12 EXHIBIT 26.6 EXHIBIT 26.6 SECURITIES ACT OF 1933 FILE NO:33-88054 (IF APPLICATION TO DETERMINE ELIGIBILITY OF TRUSTEE FOR DELAYED OFFERING PURSUANT TO SECTION 305(b)(2)) ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)_______ ---------------------- THE FIRST NATIONAL BANK OF BOSTON (Exact name of Trustee as specified in its charter) 04-2472499 (I.R.S. Employer Identification No.) 100 Federal Street, Boston, Massachusetts 02110 (Address of principal executive offices) (Zip Code) Gary A. Spiess, Cashier and General Counsel 100 Federal Street, 24th Floor, Boston, Massachusetts 02110 (617) 434-2870 (name, address and telephone number of agent for service) ---------------------- The CIT Group Holdings, Inc. (Exact name of obligor as specified in its charter) Delaware 13-2994534 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1211 Avenue of the Americas New York, New York 10036 (Address of principal executive offices) (Zip Code) Debt Securities (Title of Indenture Securities) ================================================================================ 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency of the United States, Washington D.C. Board of Governors of the Federal Reserve System, Washington, D.C. Federal Deposit Insurance Corporation, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Trustee is authorized to exercise corporate trust powers. 2. Affiliations with Obligor and Underwriters. If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation. None with respect to the Trustee. (See Notes on page 2) None with respect to Bank of Boston Corporation. 3 . through 11. Not applicable. 12.. Indebtedness of the Obligor to the Trustee COL. A COL. B COL. C NATURE OF AMOUNT INDEBTEDNESS OUTSTANDING DATE DUE ------------ ----------- -------- $70,000,000 $0.00 Annual Renewal Revolving Credit Facility 13 . through 15. Not applicable. 16. List of Exhibits. List below all exhibits filed as part of this statement of eligibility. 1. A copy of the articles of association of the trustee as now in effect. A certified copy of the Articles of Association of the trustee is filed as Exhibit No. 1 to statement of eligibility and qualification No. 22-9514 and is incorporated herein by reference thereto. 2. A copy of the certificate of authority of the trustee to commence business, if not contained in the articles of association. A copy of the certificate of T. McLean Griffin, Cashier of the trustee, dated February 3, 1978, as to corporate succession containing copies of the Certificate of the Comptroller of the Currency that The Massachusetts Bank, National Association, into which The First National Bank of Boston was merged effective January 4, 1971, is authorized to commence the business of banking as a national banking association, as well as a certificate as to such merger is filed as Exhibit No. 2 to statement of eligibility and qualification No. 22-9514 and is incorporated herein by reference thereto. 3. A copy of the authorization of the trustee to exercise corporate trust powers, if such authorization is not contained in the documents specified in paragraph (1) or (2) above. A copy of a certificate of the Office of the Currency dated February 6, 1978 is filed as Exhibit No. 3 to statement of eligibility and qualification No. 22-9514 and is incorporated herein by reference thereto. 4. A copy of the existing by-laws of the trustee, or instruments corresponding thereto. A certified copy of the existing By-Laws of the trustee dated December 23, 1993 is filed as Exhibit No. 4 to statement of eligibility and qualifications No. 22-25754 and is incorporated herein by reference thereto. 5. Not Applicable. 6. The consent of the trustee required by Section 321(b) of the Act. The consent of the trustee required by Section 321(b) of the Act is annexed hereto as Exhibit 6 and made a part hereof. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority is annexed hereto as Exhibit 7 and made a part hereof. In answering any item in this Statement of Eligibility which relates to matters particularly within the knowledge of the obligor or any underwriter for the obligor, the trustee has relied upon information furnished to it by the obligor and the underwriters, and the trustee disclaims responsibility for the accuracy or completeness of such information. The answer furnished to Item 2 of this statement will be amended, if necessary, to reflect any facts which differ from those stated and which would have been required to be stated if known at the date hereof. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, The First National Bank of Boston, a national banking association organized and existing under the laws of The United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston and Commonwealth of Massachusetts, on the 15th day of March, 1995. THE FIRST NATIONAL BANK OF BOSTON, Trustee By /s/Emily Grier Lea -------------------- Emily Grier Lea Account Manager EXHIBIT 6 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed issue of The CIT Group Holdings, Inc. we hereby consent that reports of examinations by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. THE FIRST NATIONAL BANK OF BOSTON, Trustee By /s/Emily Grier Lea --------------------- Emily Grier Lea Account Manager EXHIBIT 7 CONSOLIDATED REPORT OF CONDITION,INCLUDING DOMESTIC AND FOREIGN SUBSIDIARIES, OF THE FIRST NATIONAL BANK OF BOSTON In the Commonwealth of Massachusetts, at the close of business on September 30, 1994. Published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter number 200. Comptroller of the Currency Northeastern District.
ASSETS Dollar Amounts in Thousands --------- cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin...................................... $ 1,680,610 Interest-bearing balances ..................................................... 1,171,288 Securities................................................................................... 3,487,893 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold...................................................................... 1,048,563 Securities purchased under agreements to resell......................................... 0 Loans and lease financing receivables: Loans and leases, net of unearned income ....................... $26,081,248 LESS: Allowance for loan and lease losses....................... 525,233 LESS: Allocated transfer risk reserve........................... 0 Loans and leases, net of unearned income, allowance and reserve ........................ 25,556,015 Assets held in trading accounts.............................................................. 1,070,678 Premises and fixed assets (including capitalized leases)..................................... 387,208 Other real estate owned...................................................................... 54,431 Investments in unconsolidated subsidiaries and associated companies.......................... 119,654 Customers' liability to this bank on acceptances outstanding................................. 322,299 Intangible assets............................................................................ 597,245 Other assets................................................................................. 946,982 ----------- Total Assets.......................................................................... $36,442,866 =========== LIABILITIES Deposits: In domestic offices .................................................................... $15,214,319 Noninterest-bearing............................................. 4,007,488 Interest-bearing................................................ 11,206,831 In foreign offices, Edge and Agreement subsidiaries, and IBF's............................... 8,623,779 Noninterest-bearing............................................. 580,842 Interest-bearing................................................ 8,042,937 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds purchased.................................................................. 2,251,591 Securities sold under agreements to repurchase........................................... 270,703 Demand notes issued to the U.S. Treasury...................................................... 605,026 Trading Liabilities........................................................................... 220,189 Other borrowed money.......................................................................... 4,652,857 Mortgage indebtedness and obligations under capitalized leases................................ 14,052 Bank's liability on acceptances executed and outstanding...................................... 322,645 Subordinated notes and debentures............................................................. 979,089 Other liabilities............................................................................. 876,258 ----------- Total Liabilities........................................................................ $34,030,508 =========== Limited-life preferred stock and equity capital............................................... 0 EQUITY CAPITAL Perpetual preferred stock and related surplus................................................. $ 0 Common stock.................................................................................. 82,264 Surplus....................................................................................... 987,524 Undivided profits and capital reserves........................................................ 1,355,681 LESS: Net unrealized loss on marketable equity securities..................................... (7,189) Cumulative foreign currency translation adjustments........................................... (5,922) Total equity capital.......................................................................... 2,412,358 ----------- Total Liabilities, Limited-life preferred stock, and equity............................. $36,442,866 ============
I, Robert T. Jefferson, Comptroller of the above-named bank, do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. Robert T. Jefferson November 14, 1994 We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. Charles G. Gifford Ira Stepanian J. Donald Monan Directors November 14, 1994 NOTES In answering any item in this Statement of Eligibility which relates to matters particularly within the knowledge of the obligor or any underwriter for the obligor, the trustee has relied upon information furnished to it by the obligor and the underwriters, and the trustee disclaims responsibility for the accuracy or completeness of such information. The answer furnished to Item 2 of this statement will be amended, if necessary, to reflect any facts which differ from those stated and which would have been required to be stated if known at the date hereof. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, The First National Bank of Boston, a national banking association organized and existing under the laws of The United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston and Commonwealth of Massachusetts, on the 15th day of March, 1995. THE FIRST NATIONAL BANK OF BOSTON, Trustee By/s/ Emily Grier Lea ----------------------- Emily Grier Lea Account Manager EXHIBIT 6 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed issue of The CIT Group Holdings, Inc., we hereby consent that reports of examinations by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. THE FIRST NATIONAL BANK OF BOSTON, Trustee By /s/ Emily Grier Lea ----------------------- Emily Grier Lea Account Manager EX-26 13 EXHIBIT 26.7 EXHIBIT 26.7 ================================================================================ FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) /X/ PNC BANK, NATIONAL ASSOCIATION (Exact Name of Trustee as Specified in its Charter) NOT APPLICABLE (Jurisdiction of incorporation or organization if not a U.S. national bank) 25-1197336 (I.R.S. Employer Identification No.) Pittsburgh National Building Fifth Avenue and Wood Street, Pittsburgh, Pennsylvania 15222 (Address of principal executive offices - Zip code) F. J. Deramo, Vice President, PNC Bank, National Association 23rd Floor, One Oliver Plaza, Pittsburgh, Pennsylvania 15222 (412) 762-3666 (Name, address and telephone number of agent for service) The CIT Group Holdings, Inc. (Exact name of obligor as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 13-2994534 (I.R.S. Employer Identification No.) 1211 Avenue of the Americas New York, New York 10036 (Address of principal executive offices - Zip code) DEBT SECURITIES (Title of the indenture securities) ================================================================================ Item 1. General information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency Washington, D.C. Federal Reserve Bank of Cleveland Cleveland, Ohio Federal Deposit Insurance Corporation Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. (See Exhibit T-1-3) Item 2. Affiliations with obligor and underwriters. If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation. Neither the obligor nor any underwriter for the obligor is an affiliate of the trustee. Item 3 through Item 14. The issuer currently is not in default under any of its outstanding securities for which PNC Bank is trustee. Accordingly, responses to Items 3 through 14 of Form T-1 are not required pursuant to Form T-1 General Instructions B. Item 15. Foreign trustee. Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under the indentures qualified or to be qualified under the Act. Not applicable (trustee is not a foreign trustee). Item 16. List of exhibits. List below all exhibits filed as part of this statement of eligibility. Exhibit T-1-1 - Articles of Association of the trustee, with all amendments thereto, as presently in effect. Exhibit T-1-2 - Copy of Certificate of the Authority of the trustee to Commence Business, filed as Exhibit 2 to trustee's Statement of Eligibility and Qualification, Registration No. 2-58789 and incorporated herein by reference. -2- Exhibit T-1-3 - Copy of Certificate as to Authority of the trustee to Exercise Trust Powers, filed as Exhibit 3 to Trustee's Statement of Eligibility and Qualification, Registration No. 2-58789, and incorporated herein by reference. Exhibit T-1-4 - The By-Laws of the trustee, as presently in effect. Exhibit T-1-5 - The consent of the trustee required by Section 321(b) of the Act. Exhibit T-1-6 - The copy of the Balance Sheet taken from the latest Report of Condition of the trustee published in response to call made by Comptroller of the Currency under Section 5211 U.S. Revised Statutes. NOTE The answers to this statement, insofar as such answers relate to (a) what persons have been underwriters for any securities of the obligor within three years prior to the date of filing this statement, or are owners of 10% or more of the voting securities of the obligor, or are affiliates or directors or executive officers of the obligor, and (b) the voting securities of the trustee owned beneficially by the obligor and each director and executive officer of the obligor, are based upon information furnished to the trustee by the obligor and also, in the case of (b) above, upon an examination of the trustee's records. While the trustee has no reason to doubt the accuracy of any such information furnished by the obligor, it cannot accept any responsibility therefor. ------------------------------ Signature appears on next page -3- SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, PNC Bank, National Association, a corporation organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Pittsburgh, and Commonwealth of Pennsylvania on the 14th day of March, 1995. PNC BANK, NATIONAL ASSOCIATION (Trustee) By /s/ F.J. DERAMO ----------------------------------- F. J. Deramo Vice President -4- Exhibit T-1-1 ARTICLES OF ASSOCIATION (as most recently amended February 4, 1993) FIRST: The title of this Association shall be "PNC Bank, National Association." SECOND: The main office of the Association shall be in the City of Pittsburgh, Allegheny County, Pennsylvania. The general business of the Association shall be conducted at its main office and its regularly established branches. THIRD: The Board of Directors of the Association shall consist of not less than five (5) nor more than twenty-five (25) shareholders, the exact number of Directors within such minimum and maximum limits to be fixed and determined from time to time by a resolution of a majority of the full Board of Directors or by resolution of the shareholders at any annual or special meeting thereof. Unless otherwise provided by the laws of the United States, any vacancy in the Board of Directors for any reason, including an increase in the number thereof, may be filled by action of the Board of Directors. A majority of the Board of Directors shall be necessary to constitute a quorum for the transaction of business at any Directors' meeting. FOURTH: The annual meeting of the shareholders for the election of Directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office or such other place as the Board of Directors may designate, on the day of each year specified therefor in the By-laws, but if no election is held on that day, it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors. Any action which may be taken at a meeting of the shareholders of the Association may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all the shareholders who would be entitled to vote at a meeting for such purpose. FIFTH: The amount of the authorized capital stock of this Association shall be Forty Million Dollars ($40,000,000) divided into 4,000,000 shares of common stock of the par value of Ten Dollars ($10) each, but said capital stock may be increased or decreased from time to time in accordance with the provisions of the laws of the United States. No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may from time to time fix. The Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. SIXTH: The Board of Directors shall appoint one of its members President of the Association who shall be Chairman of the Board; but the Board of Directors may appoint a Director, in lieu of the President, to be Chairman of the Board, who shall perform such duties as may be designated by the Board of Directors. The Board of Directors shall have the power to appoint one or more Vice Presidents; to appoint a Cashier, a Secretary, and such other officers and employees as may be required to transact the business of the Association; to fix the salaries to be paid such officers and employees; to dismiss such officers and employees and to appoint others to take their place. The Board of Directors shall have the power to define the duties of officers and employees of the Association and to require adequate bonds from them for the faithful performance of their duties; to make all By-laws that may be lawful for the general regulation of the business of the Association and the management of its affairs, including the manner of election or appointment of Directors and the appointment of judges of election, and generally to do and -2- perform all acts that may be lawful for a Board of Directors to do and perform. SEVENTH: Any person, his heirs, executors or administrators, may be indemnified or reimbursed by the Association for reasonable expenses actually incurred in connection with any action, suit, or proceeding, civil or criminal, to which he or they shall be made a party by reason of his being or having been a director, officer, or employee of the Association or of any firm, corporation, or organization which he served in any such capacity at the request of the Association; provided, however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit or proceeding as to which he shall finally be adjudged to have been guilty of or liable for gross negligence, willful misconduct or criminal acts in the performance of his duties to the Association; and, provided further, that no such person shall be so indemnified or reimbursed in relation to any matter in such actions, suit or proceeding which has been made the subject of a compromise settlement except with the approval of a court of competent jurisdiction, or the holders of record of a majority of the outstanding shares of the Association, or the Board of Directors, acting by vote of Directors not parties to the same or substantially the same action, suit, or proceeding, constituting a majority of the whole number of Directors. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which such person, his heirs, executors or administrators, may be entitled as a matter of law. EIGHTH: The Board of Directors shall have the power, without the approval of the shareholders, to change the location of the main office to any other place within the limits of the City of Pittsburgh, Allegheny County, Pennsylvania, and to establish or change the location of any branch or branches of the Association subject to the approval of the Comptroller of the Currency. -3- NINTH: The corporate existence of the Association shall continue until terminated in accordance with the laws of the United States. TENTH: The Board of Directors of the Association, or any three (3) or more shareholders owning, in the aggregate, not less than ten (10%) percentum of the stock of the Association, may call a special meeting of the shareholders at any time. Unless otherwise provided by the laws of the United States, a notice of the time, place, and purpose of every annual and every special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at lease ten (10) days prior to the date of such meeting to each shareholder of record at his address as shown upon the books of the Association. ELEVENTH: These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. -4- EXHIBIT T-1-4 PNC BANK, NATIONAL ASSOCIATION BY-LAWS (as amended and restated on 2/4/93) Article I. Meetings of Shareholders Section 1. Annual Meeting. The annual meeting of the shareholders of the Bank for the election of Directors and the transaction of all other business that may properly come before the meeting shall be held at the Pittsburgh National building or other convenient place selected by the Directors, on the Tuesday that next follows the annual meeting of the shareholders of PNC Bank Corp. If for any reason no such election of Directors is made on that day, the Board of Directors shall order the election to be held on some subsequent day, as soon thereafter as practicable. Section 2. Special Meetings. Special meetings of the shareholders shall be held when called by the Board of Directors or when called in writing by one or more shareholders owning in the aggregate not less than ten per centum of the outstanding shares of stock of the Bank. Section 3. Notice and Record Date. Notice of shareholders' meetings shall be given in the manner set forth in Article VIII, Section 5, not less than ten days nor more than sixty prior to the meeting. The Board of Directors may fix a date not less than ten nor more than forty days prior to the annual meeting or any special meeting of the shareholders as the record date for the determination of shareholders entitled to notice of and to vote at any such meeting, or any adjournment thereof, and only shareholders of record on the date so fixed shall be entitled to notice of and to vote at any meeting, or any adjournment thereof. In no event shall the record date as fixed by the Board of Directors be prior to the date on which the action is taken fixing such record date. Section 4. Quorum, Shareholder Action. A majority of the shares outstanding represented in person or by proxy shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any duly convened meeting unless otherwise provided by law. Shareholders may vote in person or by proxy duly authorized in writing, but no officer or employee of the Bank may act as proxy. Section 5. Written Action of Shareholders. Any action which may be taken at a meeting of the shareholders of the Bank may be taken without a meeting if a consent in writing setting forth the action so taken, signed by all the shareholders who would be entitled to vote at a meeting for such purpose, and such written consent shall be filed with the Secretary of the Bank. By-Laws PNC Bank, National Association Page 2 Article II. Directors Section 1. Board of Directors. The Board of Directors shall have the power to manage and administer the business and affairs of the Bank. Except as expressly limited by law, all corporate powers of the Bank shall be vested in and may be exercised by the Board of Directors. Section 2. Number. The Board of Directors shall consist of not less than five nor more than twenty-five individuals, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the Board or by resolution of a majority of the shareholders. Between annual meetings of shareholders, the Board of Directors, by vote of a majority of the Board, may increase the membership of the Board, within the maximum above prescribed, by not more than four members and, by like vote, appoint individuals to fill the vacancies created thereby. Section 3. Election; Term of Office. The Board of Directors shall be elected at each annual meeting of the shareholders. Each Director shall hold office from the time of his election and his qualification to serve as such and until the election and qualification of his successor or until such Director's earlier death, resignation, disqualification or removal. Section 4. Organizational Meeting. A meeting of the Board of Directors for the purpose of organizing the new Board, appointing the officers of the Bank for the ensuing year and transaction other business shall be held without notice immediately following the annual election of the Directors or as soon thereafter as is practicable at such time and place as the Secretary may designate. Section 5. Regular Meetings. The regular meetings of the Board of Directors shall be held, without notice, at such times and places as the Board of Directors shall by resolution determine. Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called at the request of any three Directors. Notice of special meetings shall be given in the manner set forth in Article VIII, Section 5. Section 7. Quorum; Board Action. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting. Unless otherwise provided by law, any action of the Board of Directors may be taken upon the affirmative vote of a majority of the Directors present at a duly convened meeting. Section 8. Vacancies. Any vacancy in the Board of Directors may be filled by appointment by a majority of the remaining Directors at any regular meeting or at a special meeting called for that purpose. Section 9. Participation Other Than By Attendance. To the extent permitted by law, any Director may participate in any regular or special meeting of the Board of Directors or of any committee of the Board of Directors by means of a By-Laws PNC Bank, National Association Page 3 conference telephone or similar communications equipment by means of which all persons participating in the meeting are able to hear each other. Section 10. Written Action of Directors. Any action which may be taken by the Directors at a duly convened meeting may be taken upon the unanimous written consent of the Directors. Section 11. Compensation. Each director, advisory director, and member of an Advisory Board of a branch office, who is not a salaried officer, shall receive compensation in such amount and in such manner as the Board of Directors may from time to time determine. Section 12. Resignation; Removal. Any Director may resign by submitting his resignation to the Chief Executive Officer, the Chairman, the President or the Secretary. Such resignation shall become effective upon its submission or at any later time specified. Any Director may be removed from office by action of the shareholders or the Board taken in accordance with applicable law. Section 13. Personal Liability for Monetary Damages. (a) To the fullest extent permitted by applicable law, each Director shall be indemnified and held harmless by the Bank for all actions taken by him or her and for all failures to take action to the fullest extent permitted by Pennsylvania law against all expense, liability and loss (including without limitation attorneys' fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him or her. no indemnification pursuant to this Section 13 shall be made, however, in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court of competent jurisdiction to have constituted willful misconduct or recklessness. (b) This Section 13 shall not apply to any administrative proceeding or action instituted by a federal Bank regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by the Director in the form of making payments to the Bank. (c) The provisions of this Section 13 shall be deemed to be a contract with each Director of the Bank who serves as such at any time while this Section 13 is in effect and each such Director shall be deemed to be doing so in reliance on the provisions of this Section 13. Any amendment or repeal of this Section 13 or adoption of any other provision of the By-Laws or the Articles of the Association which has the effect of increasing Director liability shall operate prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal or other provision. Article III. Committees Section 1. Appointment; Powers. In addition to the Committees described in this Article III, the Board may appoint one or more standing or temporary committees By-Laws PNC Bank, National Association Page 4 consisting of two or more Directors. The Board may invest such committees with such power and authority, subject to such conditions, as it may see fit. Section 2. Executive Committee. The Board may appoint from among its members an Executive Committee which, to the maximum extent permitted by law or as otherwise provided herein shall have and exercise in the intervals between the meetings of the Board of Directors all the powers of the Board of Directors. All acts done and powers conferred by the Executive Committee from time to time shall be deemed to be, and may be certified as being, done and conferred under authority of the Board of Directors. Four directors shall constitute a quorum regardless of whether the directors present shall have been formally appointed to the Executive Committee, and the action of a majority of the directors present at a meeting, unless a majority of such Directors are officers of the Bank, shall decide any matter or question submitted to the Executive Committee. Section 3. Examining Committee. The Board shall appoint from among its members an Examining Committee which shall be composed of not less than three directors, non of whom shall be officers of the Bank. The Board of Directors shall select a Chairman from the Committee's membership and the Committee may appoint a Secretary who need not be a director. The Committee shall meet on call of its Chairman. The duties and responsibilities of the Committee shall be as required by law and as assigned from time to time by the Board of Directors. Section 4. CRA Policy Committee. The Board of Directors shall appoint from among its members a Community Reinvestment Act Policy Committee which shall consist of not less than three directors, and such other officers who shall from time to time be appointed by the Board of Directors. The duties and responsibilities of the Committee shall be as assigned from time to time by the Board of Directors. Section 5. Personnel and Compensation Committee. The Board may appoint from among its members a Personnel and Compensation Committee. The duties and responsibilities of the Committee shall be as assigned by the Board of Directors. Section 6. Nominating Committee. The Board may appoint from among its members a Nominating Committee. The duties and responsibilities of the Committee shall be as assigned by the Board of Directors. Section 7. Fiduciary Committee. The Board may appoint from among its members a Fiduciary Committee. The duties and responsibilities of the Committee shall be as assigned by the Board of Directors. Section 8. Loan and Investment Committee. The Board may appoint from among its members a Loan and Investment Committee. The duties and responsibilities of the Committee shall be as assigned by the Board of Directors. Section 9. Organization. All committees shall determine their own organization, procedures and times and places of meeting, unless otherwise directed by the Board and except as otherwise provided in these By-Laws. A majority of the Directors appointed to a committee shall constitute a quorum for the transaction of business at any meeting unless as otherwise provided in these By-Laws. In the By-Laws PNC Bank, National Association Page 5 case of committees with an even number of Directors appointed to the committees, one-half of the Directors shall constitute a quorum. Unless otherwise prevented by law or by the procedures established by the committee, any action of a committee may be taken upon the affirmative vote of a majority or one-half, as the case may be, of the Directors present at a duly convened meeting or upon the unanimous written consent of all Director members. Section 10. Advisory Boards. Any branch office, with the approval of the Board of Directors or the Chief Executive Officer, may have an Advisory Board consisting of Directors, officers or members of the public, who may from time to time be appointed by the Board of Directors or the Chief Executive Officer or his designee. The Chairman of each Advisory Board shall be designated by the Board of Directors or the Chief Executive Officer. Each Advisory Board shall meet at such time or times as shall be determined by the chairman of such Advisory Board. Advisory Boards shall be established for informational and marketing purposes only and shall not have any duties, powers or responsibilities. Article IV. Officers Section 1. Officers Generally. The officers of the Bank, in order of precedence or rank, shall be a Chairman of the Board; one or more Vice Chairmen, if any; a President; one or more Vice Presidents, of whom one or more may be designated, in order of precedence or rank, Senior Executive, Executive or Senior Vice Presidents, and one of whom may be designated as responsible to direct, manage and supervise all fiduciary activities; a Cashier; a Secretary; a Controller; an Audit Director; and such other officers and functional officer titles, as the Board of Directors, the Chairman, the Vice Chairman or the President may from time to time designate. The Board of Directors shall from time to time designate from among the Chairman of the Board, the Vice Chairmen and the President, one of these officers to be the Chief Executive Officer. Section 2. Elections; Appointment. All officers having the rank of Senior Vice President or higher, shall be elected by the Board of Directors and shall hold office during the pleasure of the Board of Directors. All other Vice Presidents and other officers shall be appointed by the Chairman of the Board, a Vice Chairman or President or other officer authorized by the Board of Directors to appoint officers, and such action shall be reported to the Board of Directors. Section 3. Chief Executive Officer. The Chief Executive Officer shall have the general supervision of the policies, business and operations of the Bank; shall have general executive powers as well as those duties and powers as may be assigned by the Board of Directors; and shall have all other powers and duties as are usually incident to the chief executive officer of a national Bank. In the absence of the Chief Executive Officer his powers and duties shall be performed by such other officer or officers as shall be designated by the Board of Directors. By-Laws PNC Bank, National Association Page 6 Section 4. Chairman. The Chairman of the Board shall have general executive powers, shall preside at all meetings of the shareholders and shall have such other powers and duties as may be assigned to him from time to time by the Board of Directors. Section 5. Vice Chairman. A Vice Chairman shall have general executive powers and shall have such duties and powers as shall be assigned from time to time by the Board of Directors or the Chief Executive Officer. Section 6. President. The President shall have general executive powers and shall have such duties and powers as may be assigned to him from time to time by the Board of Directors. Section 7. Senior Officers; Vice Presidents. The Senior Executive, Executive, and Senior Vice Presidents as well as all other Vice Presidents shall have such duties and powers as may from time to time be assigned to them by the Board of Directors or by the Chief Executive Officer. Any reference in these By-Laws to a Vice President shall apply equally to a Senior Executive, Executive, or a Senior Vice President unless the context otherwise requires. Section 8. Vice President in Charge of Trusts. The Vice President in Charge of Trusts, if any, under the direction of the Chief Executive Officer, shall direct, manage and supervise all fiduciary activities of the Bank and shall be responsible to the Board of Directors, the Chief Executive Officer and the Fiduciary Committee for the administration of the Bank's fiduciary powers. He shall have such other duties and powers as may be assigned to him by the Board of Directors or the Chief Executive Officer. Section 9. Cashier. Unless otherwise delegated to another officer or officers by the Board of Directors, the Cashier shall be responsible for all moneys, funds, securities, fidelity and indemnity bonds and other valuables belonging to the Bank, exclusive of the assets held by the Bank in a fiduciary capacity; shall cause to be kept proper records of the transactions of the Bank; and shall perform such other duties as may be assigned to him by the Board of Directors or the Chief Executive Officer. Section 10. Secretary. The Secretary shall attend the meetings of the shareholders, of the Board of Directors, and of the Executive Committee, if any, and shall keep minutes thereof in suitable minute books. He shall have charge of the corporate records, papers, and the corporate seal of the Bank. He shall have charge of the stock and transfer records of the Bank and shall keep a record of all shareholders and give notices of all meetings of shareholders and special meetings of the Board of Directors. He shall perform such other duties as may be assigned to him by the Board of Directors or the Chief Executive Officer. Section 11. Trust Officers. The Officers performing fiduciary functions, being all officers assigned to the Trust, Trust and Investment Management or other Fiduciary Department, Division, or other unit of the Bank, shall execute and perform all actions desirable to carry out the fiduciary functions of the Bank, and shall perform such other duties as may be assigned by the Board of Directors, the Chief Executive Officer, or the Vice President in charge of Trusts, if any. By-Laws PNC Bank, National Association Page 7 Section 12. Controller. The Controller shall be the chief accounting officer and shall supervise systems and accounting records and shall be responsible for the preparation of financial reports. Section 13. Audit Director. The Audit Director shall have charge of auditing the books, records and accounts of the Bank. He shall report directly to the Board of Directors or a committee thereof. Section 14. Assistant Officers. Each Assistant Officer shall assist in the performance of the duties of the officer to whom he is assistant and shall perform such duties in the absence of the officer. He shall perform such additional duties as the Board of Directors, the Chief Executive Officer, or the officer to whom he is assistant, may from time to time assign to him. Section 15. Tenure of Office. The Chief Executive Officer, the Chairman, and the President shall each hold office for the year for which the Board was elected and until the appointment and qualification of his successor or until his earlier death, resignation, disqualification or removal by the Board of Directors. All other officers and employees shall hold office at the pleasure of the appropriate appointing authority. Section 16. Resignation. An officer may resign at any time by delivering written notice to the Bank. A resignation is effective when the notice is given unless the notice specifies a later effective date. Article V. Fidelity Bonds Section 1. Fidelity Bonds, for the faithful performance of their duties, shall be carried on all officers and employees in such form and amounts as the Board of Directors or Chief Executive Officer may require. Article VI. General Powers of Officers Section 1. The corporate seal of the Bank may be imprinted or affixed by any process. The Secretary and any other officers authorized by resolution of the Board of Directors shall have authority to affix and attest the corporate seal of the Bank. Section 2. The authority of officers and employees of this Bank to execute documents and instruments on its behalf in cases not specifically provided for in these By-Laws shall be as determined from time to time by the Board of Directors, or, in the case of employees, by officers in accordance with authority given them by the Board of Directors. Section 3. Each of the Chairman of the Board, any Vice Chairman, the President, any one of the Vice Presidents, the Cashier or the Secretary of this Bank is hereby authorized to pledge assets of the Bank as security for the safekeeping and prompt payment of deposits of public funds, or other funds, as required or permitted by law. Such officers may also pledge assets of the Bank as may be authorized from time to time by the Board of Directors; By-Laws PNC Bank, National Association Page 8 Article VII. Stock Certificates Section 1. Certificates of stock of the Bank shall be signed by the Chairman of the Board, or a Vice Chairman, or the President, or a Vice President, and countersigned by the Cashier or an Assistant Cashier, or by the Secretary or an Assistant Secretary, and shall be sealed with the seal of the Bank. The seal may be a facsimile. Where any such certificate is manually countersigned by two authorized officers, or is manually countersigned by one authorized officer and manually signed by a Registrar, the signature of the Chairman of the board, or a Vice Chairman,or the President, or Vice President upon such certificate may be a facsimile. In case any such officer who has signed or countersigned, or whose facsimile signature has been placed upon such certificate shall have ceased to be an officer before such certificate is issued, it may be issued by the Bank with the same effect as if such officer were still an officer at the time of this issue. Section 2. The shares of stock of the Bank shall be transferable only on its books upon surrender of the stock certificate for such shares properly endorsed. Section 3. Transfers of stock shall not be suspended preparatory to the declaration of dividends, but dividends shall be paid to the shareholders in whose name the stock is standing on the records of the Bank at the close of business on such day subsequent to the date of declaration of the dividend as the Board of Directors may designate. Section 4. If a stock certificate shall be lost, stolen, or destroyed, the shareholder may file with the Bank an affidavit stating the circumstances of the loss, theft or destruction and may request the issuance of a new certificate. He shall give to the Bank a bond which shall be in such sum, contain such terms and provisions and have such surety or sureties as the Board of Directors may direct. The Bank may thereupon issue a new certificate replacing the certificate lost, stolen or destroyed. Article VIII. General Section 1. Exercise of Authority During Emergencies. The Board of Directors or the Executive Committee may from time to time adopt resolutions authorizing certain persons and entities to exercise authority on behalf of this Bank in time of emergency, and in the time of emergency any such resolutions will be applicable, notwithstanding any provisions to the contrary contained in these By-Laws. Section 2. Charitable Contributions. The Board of Directors may authorize contributions to community funds, or to charitable, philanthropic, or benevolent instrumentalities conducive to public welfare in such sums as the Board of Directors may deem expedient and in the interest of the Bank. Section 3. Fiscal Year. The fiscal year of the Bank shall be the calendar year. By-Laws PNC Bank, National Association Page 9 Section 4. Amendments. These By-Laws may be altered, amended, added to or repealed by a vote of a majority of the Board of Directors at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors called for that purpose. Section 5. Notice; Waiver of Notice. Any notice required to be given to any shareholder or director may be given either personally or by sending a copy thereof through the mail, or by telegram, charges prepaid, or by facsimile to his or her address or telephone number, as the case may be, appearing on the books of the Bank, or supplied by him to her to the Bank for the purpose of notice. If the notice is sent by mail or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person. Each notice shall specify the place, day, and hour of the meeting, and, in the case of a special meeting, the general nature of the business to be transacted. Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or Director under the provisions of these By-Laws or under the provisions of the Articles of Association, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, will be deemed equivalent to he given of such notice. Except in the case of a special meeting of shareholders or Directors, nether the business to be transacted nor the purpose of the meeting need by specified in the waiver of notice of such meeting. Attendance of a person either in person or by proxy, when permitted, will constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. EXHIBIT T-1-5 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, in connection with the proposed issuance by The CIT Group Holdings, Inc. (a Delaware Corporation) of Debt Securities, we hereby consent that reports of examination by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. PNC BANK, NATIONAL ASSOCIATION (Trustee) By /s/ F.J. DERMANO --------------------------- F. J. Deramo Vice President Dated: March 14, 1995 EXHIBIT T-1-6 SCHEDULE RC - BALANCE SHEET FROM REPORT OF CONDITION Consolidating domestic and foreign subsidiaries of PNC BANK, NATIONAL ASSOCIATION of PITTSBURGH in the state of PENNSYLVANIA at the close of business on December 31, 1994 filed in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161 Charter Number 540 Comptroller of the Currency Northeastern District
BALANCE SHEET Thousands of Dollars ------------ ASSETS Cash and balances due from depository institutions Noninterest-bearing balances and currency and coin................................... $ 1,915,923 Interest-Bearing Balances............................................................ 3,134 Securities Held-to-maturity securities.......................................................... 13,012,893 Available-for-sale securities........................................................ 2,599,848 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds sold................................................................... 143,200 Securities purchased under agreements to resell...................................... 0 Loans and lease financing receivables: Loans and leases, net of unearned income $24,628,499 LESS: Allowance for loan and lease losses 622,850 ----------- Loans and leases, net of unearned income, allowance and reserve............................................................ 23,965,649 Assets held in trading accounts........................................................ 89 Premises and fixed assets (including capitalized leases)............................... 485,753 Other real estate owned ............................................................... 44,015 Investments in unconsolidated subsidiaries and associated companies ............................................................... 36,562 Customers' liability to this bank on acceptances outstanding......................................................................... 36,770 Intangible assets ..................................................................... 492,068 Other assets........................................................................... 1,888,857 ----------- Total Assets........................................................................ $44,624,761 ===========
LIABILITIES Deposits: In domestic offices................................................................. $21,686,988 Noninterest-bearing $ 5,352,189 Interest-bearing 16,334,799 In foreign offices, Edge and Agreement subsidiaries, and IBFs......................................................................... 3,042,582 Noninterest-bearing $ 7,190 Interest-bearing 3,035,392 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased.......................................................... 812,775 Securities sold under agreements to repurchase................................... 3,179,914 Demand notes issued to U.S. Treasury................................................... 1,703,413 Other borrowed money With original maturity of one year or less.......................................... 8,250,302 With original maturity of more than one year........................................ 1,901,200 Mortgage indebtedness and obligations under capitalized leases.................................................................. 5,535 Bank's liability on acceptances executed and outstanding............................... 36,770 Subordinated notes and debentures ..................................................... 155,000 Other liabilities...................................................................... 573,760 ------------ Total liabilities...................................................................... 41,348,239 EQUITY CAPITAL Common Stock........................................................................... 30,850 Surplus. . . .......................................................................... 1,341,900 Undivided profits and capital reserves................................................. 2,001,620 Net unrealized holding gains (losses) on available-for-sale securities....................................................... (97,848) Total equity capital................................................................... 3,276,522 ----------- Total liabilities and equity capital................................................... $44,624,761 ===========
EX-26 14 EXHIBIT 26.8 EXHIBIT 26.8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2) ------- ------------------------ CITIBANK, N.A. (Exact name of trustee as specified in its charter) 13-5266470 (I.R.S. employer identification no.) 399 Park Avenue, New York, New York 10043 (Address of principal executive office) (Zip Code) ----------------------- THE CIT GROUP HOLDINGS, INC. (Exact name of obligor as specified in its charter) Delaware 13-2994534 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 1211 Avenue of the Americas New York, New York 10036 (Address of principal executive offices) (Zip Code) ------------------------- Debt Securities (Title of the indenture securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Name Address ---- ------- Comptroller of the Currency Washington, D.C. Federal Reserve Bank of New York New York, NY Federal Deposit Insurance Corporation Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits. Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983) Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577). Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988) Exhibit 5 - Not applicable. Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 1994 - attached) Exhibit 8 - Not applicable. Exhibit 9 - Not applicable. ------------------ SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 15th day of March, 1995. CITIBANK, N.A. By /s/ CAROL NG ------------------------ Carol Ng Assistant Vice President Charter No. 1461 Comptroller of the Currency Northeastern District REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF Citibank, N. A. of New York in the State of New York, at the close of business on December 31, 1994, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District. ASSETS Thousands of dollars Cash and balances due from de- pository institutions: Noninterest-bearing balances and currency and coin ............................... $ 6,759,000 Interest-bearing balances ............................. 7,201,000 Securities: Held-to-maturity securities ........................... 3,918,000 Available-for-sale securities ......................... 11,963,000 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agree- ment subsidiaries, and in IBFs: Federal funds sold ..................................... 4,427,000 Securities purchased under agreements to resell ................................... 1,114,000 Loans and lease financing receiv- ables: Loans and leases, net of un- earned income ........................ $128,902,000 LESS: Allowance for loan and lease losses ..................... 3,986,000 ----------- Loans and leases, net of un- earned income and allowance .......................... 124,916,000 Assets held in trading accounts ......................... 35,573,000 Premises and fixed assets (includ- ing capitalized leases) ................................ 3,192,000 Other real estate owned ................................. 1,967,000 Investments in unconsolidated subsidiaries and associated com- panies ................................................. 998,000 Customers' liability to this bank on acceptances outstanding ............................. 1,420,000 Intangible assets ....................................... 15,000 Other assets ............................................ 7,024,000 ------------- TOTAL ASSETS ............................................ $ 210,487,000 ============= LIABILITIES Deposits: In domestic offices .................................... $ 33,727,000 Noninterest- bearing ........................... $ 12,509,000 Interest- bearing ........................... 21,218,000 ------------- In foreign offices, Edge and Agreement subsidiaries, and IBFs ................................. 108,207,000 Noninterest- bearing ........................... 7,180,000 Interest- bearing ........................... 101,027,000 ------------- Federal funds purchased and se- curities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased ............................... 6,044,000 Securities sold under agree- ments to repurchase ................................... 992,000 Trading liabilities ..................................... 21,458,000 Other borrowed money: With original maturity of one year or less .......................................... 7,803,000 With original maturity of more than one year ......................................... 3,895,000 Mortgage indebtedness and obli- gations under capitalized leases ....................... 99,000 Bank's liability on acceptance ex- ecuted and outstanding ................................. 1,440,000 Notes and debentures subordi- nated to deposits ...................................... 5,700,000 Other liabilities ....................................... 7,226,000 ------------- TOTAL LIABILITIES ....................................... $ 196,591,000 ============= EQUITY CAPITAL Common stock ............................................ $ 751,000 Surplus ................................................. 6,620,000 Undivided profits and capital re- serves ................................................. 6,945,000 Net unrealized holding gains (losses) on available-for-sale securities ...................... 156,000 Cumulative foreign currency translation adjustments ................................ (576,000) ------------- TOTAL EQUITY CAPITAL .................................... $ 13,896,000 ------------- TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 210,487,000 ============= I, Roger W. Trupin, Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. ROGER W. TRUPIN We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. CHRISTOPHER J. STEFFEN PAUL J. COLLINS Directors PEI-YUAN CHIA EX-26 15 EXHIBIT 26.9 Exhibit 26.9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) SOCIETY NATIONAL BANK (Exact name of Trustee as specified in its charter) National Banking Association 34-0797057 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national bank) Identification Numbers) 127 Public Square, Cleveland, Ohio 44114 (Address of principal executive (Zip Code) offices) Clive M. Nagy, Society National Bank, 127 Public Square, Corporate Trust - 15th Floor, Cleveland, OH 44114-1306, 216/689-7549 THE CIT GROUP HOLDINGS, INC. (Exact Name of obligor as specified in its charter) Delaware 13-2994534 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1211 Avenue of the Americas New York, New York 10036 (Address of principal executive offices) (Zip code) Debt Securities (Title of the indenture securities) Item 1. General information Furnish the following information as to the trustee - (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Federal Deposit Insurance Corporation, Washingston, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes Item 2. Affiliations with the obligor If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the trustee. No responses are included for Items 3 - 15 of this Form T-1 because the Obligor is not in default as provided under Item 13. Item 16. List of exhibits List below all exhibits filed as a part of this statement of eligibility. 1. Exhibit T1A(a) A copy of the Amended Articles of Association of Society National Bank as now in effect. (see Exhibit T1A(a) to T-1 to Registration Statement No. 33-52685) 2. Exhibit T1A(b) Certificate of Authority of Trustee to Commence Business. (see Exhibit T1A(b) to T-1 to Registration Statement No. 33-52685) 3. Exhibit T1A(c) Authorization of the Trustee to exercise Corporate Trust Powers. (see Exhibit T1A(c) to T-1 to Registration Statement No. 33-52685) 4. Exhibit T1B A copy of By-Laws of Society National Bank as now in effect. (see Exhibit T1B to T-1 to Registration Statement No. 33-52685) 5. Exhibit T1C A copy of each Indenture referred to in Item 4. Not Applicable 6. Exhibit T1D The Trustee's consent required by Section 321(b) of the Trust Indenture Act of 1939. (see Exhibit T1D to T-1 to Registration Statement No. 33-52685) 2 7. Exhibit T1E A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. 8. Exhibit T1F A copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. Not Applicable. 9. Exhibit T1G Foreign trustees are required to furnish a consent to service of process (on Form F-X). Not Applicable. 3 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Society National Bank, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cleveland, and State of Ohio on the 6th day of March, 1995. SOCIETY NATIONAL BANK By: /s/ C. M. NAGY --------------------------- C.M. Nagy Its: Vice President [Corporate Seal] ATTEST: By: /s/ D. KOVACH --------------------------- D. Kovach Its: Assistant Secretary EXHIBIT E Legal Title of Bank: Society National Bank Call Date: 12/31/94 Address: 127 Public Square ST-BK: 39-1495 FFIEC 031 City, State Zip: Cleveland, OH 44114-1306 Page RC-1 FDIC Certificate No.: 17534 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for December 31, 1994 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC -- Balance Sheet
C400 Dollar Amounts in Thousands RCFD Bil Mil Thou ASSETS 1. Cash and balance due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1).............. 0081 1,427,949 1.a. b. Interest-bearing balances (2)....................................... 0071 350,700 1.b. 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A).......... 1754 2,749,166 2.a. b. Available-for-sale securities (from Schedule RC-B, column D)........ 1773 1,208,521 2.b. 3. Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: a. Federal funds sold.................................................. 0276 870,416 3.a. b. Securities purchased under agreements to resell..................... 0277 73,687 3.b. 4. Loans and lease financing receivables: a. Loans and leases, net of unearned income (from Schedule RC-C)....................... RCFD 2122 16,858,996 4.a b. LESS: Allowance for loan and lease losses... RCFD 3123 398,353 4.b c. LESS: Allocated transfer risk reserve....... RCFD 3128 0 4.c d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c.................. 2125 16,460,643 4.d 5. Assets held in trading amounts.......................................... 3545 131,686 5. 6. Premises and fixed assets (including capitalized leases)................ 2145 345,650 6. 7. Other real estate owned (from Schedule RC-M)............................ 2150 15,858 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)........................................ 2130 452 8. 9. Customers' liability to this bank on acceptance outstanding............. 2155 9,976 9. 10. Intangible assets (from Schedule RC-M).................................. 2143 117,827 10. 11. Other assets (from Schedule RC-F)....................................... 2160 808,915 11. 12. Total assets (sum of items 1 through 11)................................ 2170 24,571,446 12.
- --------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held in trading accounts. Legal Title of Bank: Society National Bank Call Date: 12/31/94 Address: 127 Public Square ST-BK: 39-1495 FFIEC 031 City, State Zip: Cleveland, OH 44114-1306 Page RC-2 FDIC Certificate No.: 17534
Schedule RC -- Continued Dollar Amounts in Thousands Bil Mil Thou LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)............................................... RCON 2200 13,711,690 13.a. (1) Noninterest-bearing(1) ................ RCON 6631 3,531,254 13.a.(1) (2) Interest-bearing....................... RCON 6636 10,180,436 13.a.(2) b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)............................... RCFN 2200 3,957,225 13.b. (1) Noninterest-bearing.................... RCFN 6631 0 13.b.(1) (2) Interest-bearing....................... RCFN 6636 3,957,225 13.b.(2) 14. Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: a. Federal funds purchased............................................... RCFD 0278 1,671,824 14.a. b. Securities sold under agreements to repurchase........................ RCFD 0279 46,530 14.b. 15. a. Demand notes issued to the U.S. Treasury.............................. RCON 2840 226,349 15.a. b. Trading liabilities................................................... RCFD 3548 7,170 15.b. 16. Other borrowed money: a. With original maturity of one year or less............................ RCFD 2332 1,194,145 16.a. b. With original maturity of more than one year.......................... RCFD 2333 1,434,980 16.b. 17. Mortgage indebtedness and obligations under capitalized leases........... RCFD 2910 10,518 17. 18. Bank's liabilities on acceptances executed and outstanding............... RCFD 2920 9,976 18. 19. Subordinated notes and debentures........................................ RCFD 3200 398,729 19. 20. Other liabilities (from Schedule RC-G)................................... RCFD 2930 273,388 20. 21. Total liabilities (sum of items 13 through 20)........................... RCFD 2948 22,942,524 21. 22. Limited-life preferred stock and related surplus......................... RCFD 3282 0 22. EQUITY CAPITAL 23. Perpetual preferred stock and related surplus............................ RCFD 3838 0 23. 24. Common stock............................................................. RCFD 3230 206,863 24. 25. Surplus (exclude all surplus related to preferred stock)................. RCFD 3839 708,102 25. 26. a. Undivided profits and capital reserves................................ RCFD 3632 785,414 26.a. b. Net unrealized holding gains (losses) on available-for-sale securities....................................... RCFD 8434 (71,457) 26.b. 27. Cumulative foreign currency translation adjustments...................... RCFD 3284 0 27. 28. Total equity capital (sum of items 23 though 27)......................... RCFD 3210 1,628,922 28. 29. Total liabilities, limited-life preferred stock, and equity capital sum of items 21, 22 and 28)........................................... RCFD 3300 24,571,446 29. Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for Number the bank by independent external auditors as of any date during 1993........... RCFD 6724 N/A M.I. 1 - Independent audit of the bank cunducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank. 2 - Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 - Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 4 - Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 5 - Review of the bank's financial statements by external auditors 6 - Compilation of the bank's financial statements by external auditors 7 - Other audit procedures (excluding tax preparation work) 8 - No external audit work - -------------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits.
-----END PRIVACY-ENHANCED MESSAGE-----