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Pursuant to Rule 424(b)(5)
Registration No. 333-34333
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 26, 1997)
$600,000,000
Xerox Corporation
5 1/2% NOTES DUE NOVEMBER 15, 2003
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Interest payable on May 15 and November 15
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The Company may not redeem the notes before the maturity date.
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PRICE 99.957% AND ACCRUED INTEREST, IF ANY
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<TABLE>
<CAPTION>
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO
PUBLIC AND COMMISSIONS COMPANY
-------- ---------------------- -----------
<S> <C> <C> <C>
Per Note.............................. 99.957% .600% 99.357%
Total................................. $599,742,000 $3,600,000 $596,142,000
</TABLE>
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
Morgan Stanley & Co. Incorporated expects to deliver the notes to purchasers on
November 16, 1998.
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MORGAN STANLEY DEAN WITTER
CHASE SECURITIES INC.
LEHMAN BROTHERS
SALOMON SMITH BARNEY
November 10, 1998
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT PAGE
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<S> <C>
Use of Proceeds....................... S-2
Description of the Notes.............. S-2
Underwriters.......................... S-3
</TABLE>
<TABLE>
<CAPTION>
PROSPECTUS PAGE
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<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Xerox Overseas........................ 3
Xerox Capital......................... 4
Use of Proceeds....................... 5
Ratio of Earnings to Fixed Charges of
the Company......................... 5
Description of the Debt Securities and
the Guarantees...................... 5
Plan of Distribution.................. 14
Legal Opinions........................ 15
Experts............................... 15
</TABLE>
USE OF PROCEEDS
The net proceeds from the sale of the Notes (after expenses estimated at
$100,000) will be used for general corporate purposes.
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered
hereby supplements the general description of Debt Securities set forth in the
Prospectus, to which description reference is hereby made. The Notes will be
issued under an indenture dated as of October 21, 1997 (as amended, supplemented
or modified from time to time, the "Indenture"), among the Company, the
Subsidiary Issuers named therein and Citibank, N.A., as trustee (the "Trustee").
Capitalized terms not defined herein have the meanings assigned to them in the
Prospectus or the Indenture.
GENERAL
The Notes will mature on November 15, 2003 and will bear interest at the
rate of 5 1/2% per annum from November 16, 1998, payable semiannually on May 15
and November 15 of each year, commencing May 15, 1999, to the persons in whose
name the Notes are registered at the close of business on the May 1 or November
1 (whether or not a Business Day) next preceding such interest payment date.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Each payment of interest shall include interest accrued to but excluding
the interest payment date. Any payment of principal of or interest required to
be made on a day that is not a Business Day need not be made on such day, but
may be made on the next succeeding Business Day with the same force and effect
as if made on such day, and no additional amounts shall be payable as a result
of such delayed payment. Interest will accrue from and including the most recent
interest payment date or, if no interest has been paid or duly provided for,
from and including the Original Issue Date, to but excluding the interest
payment date. "Business Day" 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. Principal and interest will be payable at the offices of the
Trustee, provided that, at the option of the Company, payment of interest will
be made by check mailed to the address of the person entitled thereto as it
appears in the register of the Notes maintained by the Trustee. The Notes will
be transferable and exchangeable at the office of the Trustee and will be issued
in fully registered form, without coupons, in denominations of $1,000 and any
integral multiple thereof. The Company may require payment of a sum sufficient
to cover any transfer tax or other similar governmental charge payable in
connection with certain transfers and exchanges. The registered holder of a Note
will be treated as the owner of it for all purposes.
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REDEMPTION
The Notes will not be redeemable prior to maturity.
THE TRUSTEE
Citibank, N.A. is the Trustee under the Indenture and is an affiliate of
Salomon Smith Barney Inc., one of the Underwriters. The Trustee is under no
obligation to exercise any of its powers under the Indenture at the request of
any of the holders of the Notes, unless such holders shall have offered the
Trustee indemnity reasonably satisfactory to it.
BOOK-ENTRY, DELIVERY AND FORM
The Notes will be issued in the form of one or more fully registered global
notes (the "Global Notes") and will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York ("DTC"), and registered in the name
of Cede & Co., as DTC's nominee. See "Description of the Debt Securities and the
Guarantees -- Global Securities" in the accompanying Prospectus, which describes
the depositary's procedures and related matters which apply to the Global Notes.
The Notes will not be issued in definitive form except as provided in the
accompanying Prospectus. See "Description of the Debt Securities and the
Guarantees -- Global Securities" in the accompanying Prospectus.
UNDERWRITERS
Under the terms and subject to the conditions set forth in the Underwriting
Agreement, dated November 10, 1998 (the "Underwriting Agreement"), the
underwriters named below (the "Underwriters") have severally agreed to purchase,
and the Company has agreed to sell to them, severally, the respective principal
amount of the Notes set forth opposite their respective names below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
NAME OF NOTES
---- ----------------
<S> <C>
Morgan Stanley & Co. Incorporated........................... $360,000,000
Chase Securities Inc. ...................................... 80,000,000
Lehman Brothers Inc. ....................................... 80,000,000
Salomon Smith Barney Inc. .................................. 80,000,000
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Total............................................. $600,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Notes are subject to, among
other things, the approval of certain legal matters by their counsel and certain
other conditions. The Underwriters are obligated to take and pay for all the
Notes if any are taken.
The Underwriters propose initially to offer part of the Notes to the public
at the public offering price set forth on the cover page hereof and in part to
certain dealers at prices that represent a concession not in excess of .35% of
the principal amount of the Notes. Any Underwriter may allow, and such dealers
may reallow, a concession not in excess of .25% of the principal amount of the
Notes to certain other dealers. After the initial offering of the Notes, the
offering price and other selling terms may from time to time be varied by the
Underwriters.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they
presently intend to make a market in the Notes, as permitted by applicable laws
and regulations. The Underwriters are not obligated, however, to make a market
in the Notes and any such market making may be discontinued at the sole
discretion of the Underwriters. Accordingly, no assurance can be given as to the
liquidity of, or trading markets for, the Notes.
In order to facilitate the offering of the Notes, the Underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Notes. Specifically, the Underwriters may over-allot in connection
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with this offering, creating short positions in the Notes for their own account.
In addition, to cover over-allotments or to stabilize the price of the Notes,
the Underwriters may bid for, and purchase, Notes in the open market. Finally,
the Underwriters may reclaim selling concessions allowed to an underwriter or
dealer for distributing Notes in this offering, if the Underwriters repurchase
previously distributed Notes in transactions that cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the Notes above independent market
levels. The Underwriters are not required to engage in these activities, and may
end any of these activities at any time.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
One or more of the Underwriters and their affiliates have provided and may
in the future continue to provide investment banking and commercial banking
services for the Company and its affiliates in the ordinary course of business
for which they have received and will receive customary compensation.
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