As filed pursuant to Rule 424(b)(3)
Registration No. 333-13179
Pricing Supplement No. 1038
(To Prospectus Supplement Dated October 25, 1996 and Prospectus Dated October
10, 1996)
XEROX CORPORATION
$150,000,000
5.91% MEDIUM-TERM NOTES DUE APRIL 1, 2037
The Medium-Term Notes of Xerox Corporation (the "Company") offered hereby (the
"Notes") will mature on April 1, 2037. Interest on the Notes will be payable
semiannually in arrears on April 1st and October 1st of each year, commencing
October 1, 1997, through and including the date of Maturity (each an "Interest
Payment Date"). The Notes are subject to repayment at the option of the
Holders thereof on April 1, 1998 and every April 1st thereafter (each an
"Annual Optional Repayment Date") upon at least 30 calendar days' prior
written notice. If, after the early repayments at the option of the Holders
of the Notes on an Annual Optional Repayment Date, the aggregate principal
amount of the Notes outstanding immediately thereafter is $15,000,000 or less,
the Company may elect to redeem the Notes in whole and not in part on the
following Annual Optional Repayment Date upon at least 30 calendar days' prior
written notice. See "Certain Terms of the Notes -- Redemption and Repayment".
The authorized denominations of the Notes will be $250,000 or any integral
multiple of $5,000 in excess thereof.
The Notes will be represented by one or more global securities (the "Global
Securities") registered in the name of a nominee of The Depository Trust
Company, as depositary (the "DTC"). Beneficial interests in the Global
Securities will be shown on, and transfers thereof will be effected only
through, records maintained by the DTC (with respect to participants'
interests) and its participants. Except as described herein, Notes in
definitive form will not be issued. The Notes will trade in DTC's Same-Day
Funds Settlement System until maturity (or earlier redemption or repayment)
and secondary market trading for the Notes will therefore settle in
immediately available funds. All payments of principal and interest on the
Notes will be made by the Company in immediately available funds.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT, OR THE ACCOMPANYING
PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public Discount Company (1)
<S> <C> <C> <C>
Per Note .......... 100% 0.125% 99.875%
Total ............. $150,000,000 $187,500 $149,812,500
</TABLE>
(1) Before deducting expenses payable by the Company.
The Notes are offered subject to receipt and acceptance by Deutsche Morgan
Grenfell Inc., to prior sale and to Deutsche Morgan Grenfell Inc.'s right to
reject any order in whole or in part and to withdraw, cancel or modify the
offer without notice. It is expected that delivery of the Notes will be made
through the facilities of DTC on or about April 1, 1997.
The date of this Pricing Supplement is March 26, 1997.
Deutsche Morgan Grenfell
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
STABILIZING AND SYNDICATE COVERING TRANSACTIONS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "PLAN OF DISTRIBUTION".
CERTAIN TERMS OF THE NOTES
GENERAL
The following description of the Notes supplements and, to the extent
inconsistent therewith, supersedes the descriptions of the terms and
provisions of the Notes set forth under "Description of Notes" in the
accompanying Prospectus Supplement and "Description of the Debt Securities" in
the accompanying Prospectus, to which reference is hereby made. Certain
capitalized terms used herein are defined in such Prospectus and Prospectus
Supplement.
The Notes will mature on April 1, 2037. Interest on the Notes will be
payable semiannually in arrears on April 1st and October 1st of each year,
commencing October 1, 1997 (each an "Interest Payment Date"). The Regular
Record Date with respect to each Interest Payment Date will be the 15th
calendar day (whether or not a Business Day) prior to the corresponding
Interest Payment Date. Interest on the Notes will be calculated based on a
year of 360 days consisting of twelve months of 30 days each. If any payment
of principal or interest is due on a day that is not a Business Day, that
payment may be made on the next succeeding Business Day. No additional
interest will accrue as a result of the delay in payment. For purposes of the
offering made hereby, "Business Day", as used herein and in the accompanying
Prospectus Supplement, means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law, regulation or executive order to be closed in The City of
New York.
The authorized denominations of the Notes will be $250,000 or any
integral multiple of $5,000 in excess thereof.
REDEMPTION AND REPAYMENT
The Notes are subject to repayment at the option of the Holders thereof
on the Interest Payment Date occurring on April 1, 1998 and every April 1st
thereafter (each an "Annual Optional Repayment Date"), at 100% of their
principal amount, together with accrued interest to the date of redemption,
upon at least 30 calendar days' prior written notice to the Company.
If, after the early repayments at the option of the Holders of the Notes
on an Annual Optional Repayment Date, the aggregate principal amount of the
Notes outstanding immediately thereafter is $15,000,000 or less, the Company
may elect to redeem the Notes in whole and not in part on the following Annual
Optional Repayment Date upon at least 30 calendar days' prior written notice
to the Holders thereof, at 100% of their principal amount, together with
accrued interest to the date of redemption.
For purposes of this section, if April 1st is not a Business Day, it
shall be deemed to refer to the next succeeding Business Day.
PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the Selling Agency
Agreement dated October 25, 1996, as supplemented by the Terms Agreement dated
March 26, 1997, the Company has agreed to sell to Deutsche Morgan Grenfell
Inc. ("DMG"), as principal, and DMG has agreed to purchase from the Company
all of the Notes if any are purchased. DMG proposes initially to resell the
Notes to one or more investors at the public offering price set forth on the
cover of this Pricing Supplement. After the initial public offering, the
public offering price may be changed.
PS-2
<PAGE>
DMG may engage in stabilizing and syndicate covering transactions in
accordance with Rule 104 under the Securities Exchange Act of 1934. Rule 104
permits stabilizing bids to purchase the underlying security so long as bids
do not exceed a specified maximum. Syndicate covering transactions involve
purchases of Notes in the open market after the distribution has been
completed in order to cover syndicate short positions. Stabilizing and
syndicate covering transactions may cause the price of the Notes to be higher
than it would otherwise be in the absence of such transactions. These
transactions, if commenced, may be discontinued at any time.
The Company has agreed to indemnify DMG against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
PS-3
