<PAGE> 1
Registration No. 333-73173
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- - - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
To
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------------
<TABLE>
<S> <C>
XEROX CORPORATION XEROX CAPITAL (EUROPE) PLC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK UNITED KINGDOM
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (STATE OR OTHER JURISDICTION OF INCORPORATION OR
ORGANIZATION) ORGANIZATION)
16-0468020 NOT APPLICABLE
(I.R.S. EMPLOYER IDENTIFICATION NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
P.O. BOX 1600 PARKWAY
STAMFORD, CONNECTICUT 06904-1600 MARLOW
(203) 968-3000 BUCKINGHAMSHIRE SL7 1YL
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, ENGLAND
INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL 44-1-628-89-0000
EXECUTIVE OFFICER) (ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICER)
</TABLE>
-------------------------
MARTIN S. WAGNER
ASSISTANT SECRETARY
XEROX CORPORATION
P.O. BOX 1600
STAMFORD, CONNECTICUT 06904-1600
(203) 968-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPY TO:
JOHN W. WHITE
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING
SECURITIES TO BE REGISTERED REGISTERED(1) UNIT(2) PRICE(2)
<S> <C> <C> <C>
Debt Securities(3)......................................
Preferred Stock(3)......................................
Common Stock(3).........................................
Guaranties(4)...........................................
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Debt Securities(3)......................................
Preferred Stock(3)......................................
Common Stock(3).........................................
Guaranties(4)...........................................
</TABLE>
$4,000,000,000 100% $4,000,000,000 $1,112,000
(1) Subject to Rule 462(b) under the Securities Act, in no event will the
aggregate initial offering price of the securities issued under this
Registration Statement exceed $4,000,000,000, or if any securities are
issued in any foreign currency units, the U.S. dollar equivalent of
$4,000,000,000. For Debt Securities issued with an original issue discount,
the amount to be registered is calculated as the initial accreted value of
such Debt Securities.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o).
(3) In addition to any Preferred Stock that may be issued directly under this
Registration Statement, there are being registered hereunder an
indeterminate number of shares of Preferred Stock and/or Common Stock as may
be issued upon conversion, exchange and/or redemption of the Debt Securities
or Preferred Stock, as the case may be. No separate consideration will be
received for any shares of Preferred Stock or Common Stock so issued upon
conversion, exchange or redemption.
(4) No additional registration fee is payable in respect of the registration of
the Guaranties.
STATEMENT PURSUANT TO RULE 429(b)
The prospectus included in this registration statement also relates to
$485,700,000 of debt securities previously registered under the Registrants'
registration statement on Form S-3 (file nos. 333-34333 and 333-34333-01). A
registration fee of $147,181 was paid upon the filing of the prior registration
statement. This registration statement also constitutes Post-Effective Amendment
No. 2 with respect to such prior registration statement on Form S-3 (files nos.
333-34333 and 333-34333-01).
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
The following statement sets forth the expenses to be borne by the Company
in connection with the issuance and distribution of the Debentures.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $1,112,000
Printing and Engraving...................................... 100,000
Fees of legal counsel to Agents............................. 20,000
Fees of Issuers' Independent Auditors....................... 125,000
Trustee Fees and Expenses (including counsel fees).......... 60,000
Rating Agency Fees.......................................... 1,400,000
----------
Total.................................................. $2,817,000
==========
</TABLE>
- - - ---------------
* The foregoing expenses, other than the Securities and Exchange Commission
Registration Fee, are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII, Section 2 of Xerox' By-laws states:
"Indemnification of Directors and Officers: Except to the extent
expressly prohibited by law, the Company shall indemnify any person, made
or threatened to be made, a party in any civil or criminal action or
proceeding, including an action or proceeding by or in the right of the
Company to procure a judgment in its favor or by or in the right of any
other corporation of any type of kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, which any Director or officer of the Company served in any
capacity at the request of the Company, by reason of the fact that he, his
testator or intestate is or was a Director of officer of the Company or
serves or served such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, in any capacity, against
judgments, fines, penalties, amounts paid in settlement and reasonable
expenses, including attorneys' fees, incurred in connection with such
action or proceeding, or any appeal therein, provided that no such
indemnification shall be required with respect to any settlement, unless
the Company shall have given its prior approval thereto. Such
indemnification shall include the right to be paid advances of any expenses
incurred by such person in connection with such action, suit or proceeding,
consistent with the provisions of applicable law. In addition to the
foregoing, the Company is authorized to extend rights to indemnification
and advancement of expenses to such persons by i) resolution of the
shareholders, ii) resolution of the Directors or iii) an agreement, to the
extent not expressly prohibited by law."
Reference is made to Sections 721 through 726 of the Business Corporation
Law of the State of New York.
The above provisions of Xerox' By-Laws provide for the indemnification of
directors and officers of subsidiaries of Xerox who are also directors or
officers of Xerox, to the same extent as directors and officers of Xerox. In
addition, paragraph 111 of XCE's Articles of Incorporation state:
"Subject to the provisions of [the Companies Act 1985], every director,
other officer or auditor of the company or person acting as a alternate director
shall be entitled to be indemnified out of the assets of the company against all
costs, charges, expenses, losses or liabilities which he may sustain or incur in
or about the execution of his duties to the company or otherwise in relation
thereto."
II-1
<PAGE> 3
ITEM 16. EXHIBITS.
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
(1)(a) -- Form of Underwriting Agreement, incorporated by reference to
Exhibit (1)(a) to Xerox Corporation's Registration Statement
on Form S-3, Registration No. 33-44597.
(1)(b) -- Form of Selling Agency Agreement, incorporated by reference
to Exhibit (1)(b) to Xerox Corporation's Current Report on
Form 8-K dated March 10, 1992.
(4)(a)(1) -- Restated Certificate of Incorporation of Xerox Corporation
filed by the Department of New York on October 29, 1996,
incorporated by reference to Exhibit 3(a)(1) to Xerox
Corporation's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1996.
(4)(a)(2) -- By-Laws of Xerox Corporation, as amended through January 25,
1999, Incorporated by reference to Exhibit (2) to Xerox
Corporation's Registration Statement, Amendment 4 on Form
8-A dated January 23, 1999.
(4)(b)(1) -- Form of Indenture, incorporated by reference to Exhibit 4(a)
to Xerox Corporation's Registration Statement on Form S-3,
Registration No. 333-13179.
(4)(b)(2) -- Form of Indenture, incorporated by reference to Exhibit 4(b)
to Xerox Corporation's Registration Statement on Form S-3,
Registration No. 333-59355.
(4)(b)(3) -- Form of Indenture, incorporated by reference to Exhibit 4(b)
to Xerox Corporation's Registration Statement on Form S-3,
Registration No. 333-34333.
(4)(c)(1) -- Form of Debt Security, incorporated by reference to Exhibit
4(l) to Xerox Corporation's Registration Statement on Form
S-3, Registration No. 333-13179.
(4)(c)(2) -- Form of Debt Security, incorporated by reference to Exhibit
4(b) to Xerox Corporation's Registration Statement on Form
S-3, Registration No. 33-7415.
(4)(c)(3) -- Form of Debt Security, incorporated by reference to Exhibit
(1) to Xerox Corporation's Registration Statement on Form
8-A dated December 1, 1986 for its 8 1/8% Notes due 1996.
(4)(c)(4) -- Form of Debt Security, incorporated by reference to Exhibit
4(b) to Xerox Corporation's Registration Statement on Form
S-3, Registration No. 2-78982.
(4)(c)(5) -- Form of Debt Security, incorporated by reference to Exhibit
4(c) to Xerox Corporation's Registration Statement on Form
S-3, Registration No. 2-78982.
(4)(c)(6) -- Form of Debt Security, incorporated by reference to Exhibit
4(d) to Xerox Corporation's Registration Statement on Form
S-3, Registration No. 2-78982.
(4)(c)(7) -- Form of Debt Security, incorporated by reference to Exhibit
4(e) to Xerox Corporation's Registration Statement on Form
S-3, Registration No. 2-78982.
(4)(c)(8) -- Form of Debt Security, incorporated by reference to Exhibit
4(f) to Xerox Corporation's Registration Statement on Form
S-3, Registration No. 2-78982.
(4)(c)(9) -- Form of Debt Security, incorporated by reference to Exhibit
(4)(k) to Xerox Corporation's Current Report on Form 8-K
dated March 10, 1992.
(4)(c)(10) -- Form of Debt Security, incorporated by reference to Exhibit
(4)(k) to Xerox Corporation's Current Report on Form 8-K
dated May 25, 1994.
(4)(c)(11) -- Form of Convertible Debt Security, incorporated by reference
to Exhibit 4(b) to Xerox Corporation's Registration
Statement on Form S-3, Registration No. 333-59355.
(4)(c)(12) -- Additional Forms of Debt Securities Incorporated by
reference to Xerox Corporation's subsequently filed reports
on Form 8-K.
(4)(d) -- Novated and Restated Subscription Agreement dated October
31, 1997 between Xerox Capital (Europe) plc and Xerox
Overseas Holdings Limited.*
</TABLE>
II-2
<PAGE> 4
<TABLE>
<S> <C> <C>
(5)(a) -- Opinion of Martin S. Wagner, Esq., as to legality of the Securities and certain other legal
matters.*
(5)(b) -- Opinion of Carole Shephard, Esq., as to legality of the Securities of XCE.*
(5)(c) -- Opinion of Ivins, Phillips & Barker, Chartered, special tax counsel to Xerox Corporation and
XCE, as to material tax consequences.
(12) -- Computation of Ratio of Earnings to Fixed Charges of Xerox Corporation.*
(23)(a) -- Consent of Independent Auditors (see page II.6).
(23)(b) -- Consent of Martin S. Wagner, Esq. (see Exhibit 5(a)).
(23)(c) -- Consent of Carole Shephard, Esq. (see Exhibit 5(b)).
(23)(d) -- Consent of Ivins, Phillips & Barker, Chartered, special tax counsel to Xerox Corporation and XCE
(see Exhibit 5(c)).
(24)(a) -- Certified Resolution of the Board of Directors of Xerox Corporation.*
(24)(b) -- Certified Resolution of the Board of Directors of XCE.*
(24)(c) -- Power of Attorney of Xerox Corporation.*
(24)(d) -- Power of Attorney of XCE.*
(25) -- Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 on Form T-1 of
Citibank, N.A., to act as Trustee under the Indenture.*
</TABLE>
* Previously filed.
ITEM 17. UNDERTAKINGS.
The undesigned registrants hereby undertake:
(1) To file, during any period in which offers or sales of the
securities registered hereby are being made, a post-effective amendment to
the registration statement: (i) to include any prospectus required by
section 10(a)(3) of the Securities Act of 1933 (the "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;
notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 42(b), if, in
the aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and (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 (i) and (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 Company
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the 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 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
II-3
<PAGE> 5
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.
(5) The undersigned registrants hereby undertake to file an
application for the purpose of determining the eligibility of the trustee
to act under subsection (1) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.
Insofar as indemnification for liabilities arising under the 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
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants 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 registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 6
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 amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Stamford and State of Connecticut, on the 25th day of March, 1999.
XEROX CORPORATION
(Registrant)
By: /s/ PAUL A. ALLAIRE*
------------------------------------
(Chairman of the Board and
Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this amendment
has been signed by the following persons in the capacities indicated on March
25, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
Principal Executive Officer:
PAUL A. ALLAIRE* Chairman of the Board, Chief Executive and Director
Principal Financial Officer:
BARRY D. ROMERIL* Executive Vice President and Chief Financial Officer
Principal Accounting Officer:
PHILIP D. FISHBACH* Vice President and Controller
Directors:
ANTONIA AX:SON JOHNSON
VERNON E. JORDAN, JR.
YOTARO KOBAYASHI
HILMAR KOPPER
RALPH S. LARSEN
N. T. NICHOLAS, JR.
JOHN E. PEPPER
PATRICIA F. RUSSO
MARTHA R. SEGER
THOMAS C. THEOBALD
G. RICHARD THOMAN
</TABLE>
*
* By: /s/ MARTIN S. WAGNER
----------------------------
(Martin S. Wagner,
Attorney-in-fact)
II-5
<PAGE> 7
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 amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Stamford and State of Connecticut, on the 25th day of March, 1999.
XEROX CAPITAL (EUROPE) PLC
(Registrant)
By: /s/ W.R. GOODE*
------------------------------------
(Director)
By: /s/ P.H. PONCHON*
------------------------------------
(Director)
Pursuant to the requirements of the Securities Act of 1933, this amendment
has been signed by the following persons in the capacities indicated on March
25, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
W.R. GOODE* Director (Principal Executive Officer)
P.H. PONCHON* Director (Principal Financial and Accounting Officer)
D.N. MAW* Director
E.M. FILTER* Director
</TABLE>
* By: /s/ MARTIN S. WAGNER
----------------------------
(Martin S. Wagner
Attorney-in-Fact)
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
(1)(a) -- Form of Underwriting Agreement, incorporated by reference to
Exhibit (1)(a) to Xerox Corporation's Registration Statement
on Form S-3, Registration No. 33-44597.
(1)(b) -- Form of Selling Agency Agreement, incorporated by reference
to Exhibit (1)(b) to Xerox Corporation's Current Report on
Form 8-K dated March 10, 1992.
(4)(a)(1) -- Restated Certificate of Incorporation of Xerox Corporation
filed by the Department of New York on October 29, 1996,
incorporated by reference to Exhibit 3(a)(1) to Xerox
Corporation's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1996.
(4)(a)(2) -- By-Laws of Xerox Corporation, as amended through January 25,
1999, Incorporated by reference to Exhibit (2) to Xerox
Corporation's Registration Statement, Amendment 4 on Form
8-A dated January 23, 1999.
(4)(b)(1) -- Form of Indenture, incorporated by reference to Exhibit 4(a)
to Xerox Corporation's Registration Statement on Form S-3,
Registration No. 333-13179.
(4)(b)(2) -- Form of Indenture, incorporated by reference to Exhibit 4(b)
to Xerox Corporation's Registration Statement on Form S-3,
Registration No. 333-59355.
(4)(b)(3) -- Form of Indenture, incorporated by reference to Exhibit 4(a)
to Xerox Corporation's Registration Statement on Form S-3,
Registration No. 333-34333.
(4)(c)(1) -- Form of Debt Security, incorporated by reference to Exhibit
4(l) to Xerox Corporation's Registration Statement on Form
S-3, Registration No. 333-13179.
(4)(c)(2) -- Form of Debt Security, incorporated by reference to Exhibit
4(b) to Xerox Corporation's Registration Statement on Form
S-3, Registration No. 33-7415.
(4)(c)(3) -- Form of Debt Security, incorporated by reference to Exhibit
(1) to Xerox Corporation's Registration Statement on Form
8-A dated December 1, 1986 for its 8 1/8% Notes due 1996.
(4)(c)(4) -- Form of Debt Security, incorporated by reference to Exhibit
4(b) to Xerox Corporation's Registration Statement on Form
S-3, Registration No. 2-78982.
(4)(c)(5) -- Form of Debt Security, incorporated by reference to Exhibit
4(c) to Xerox Corporation's Registration Statement on Form
S-3, Registration No. 2-78982.
(4)(c)(6) -- Form of Debt Security, incorporated by reference to Exhibit
4(d) to Xerox Corporation's Registration Statement on Form
S-3, Registration No. 2-78982.
(4)(c)(7) -- Form of Debt Security, incorporated by reference to Exhibit
4(e) to Xerox Corporation's Registration Statement on Form
S-3, Registration No. 2-78982.
(4)(c)(8) -- Form of Debt Security, incorporated by reference to Exhibit
4(f) to Xerox Corporation's Registration Statement on Form
S-3, Registration No. 2-78982.
(4)(c)(9) -- Form of Debt Security, incorporated by reference to Exhibit
(4)(k) to Xerox Corporation's Current Report on Form 8-K
dated March 10, 1992.
(4)(c)(10) -- Form of Debt Security, incorporated by reference to Exhibit
(4)(k) to Xerox Corporation's Current Report on Form 8-K
dated May 25, 1994.
(4)(c)(11) -- Form of Convertible Debt Security, incorporated by reference
to Exhibit 4(b) to Xerox Corporation's Registration
Statement on Form S-3, Registration No. 333-59355.
(4)(c)(12) -- Additional Forms of Debt Securities Incorporated by
reference to Xerox Corporation's subsequently filed reports
on Form 8-K.
(4)(d) -- Novated and Restated Subscription Agreement dated October
31, 1997 between Xerox Capital (Europe) plc and Xerox
Overseas Holdings Limited.*
(5)(a) -- Opinion of Martin S. Wagner, Esq., as to legality of the
Securities and certain other legal matters.*
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
(5)(b) -- Opinion of Carole Shephard, Esq., as to the legality of the
Securities of XCE.*
(5)(c) -- Opinion of Ivins, Phillips & Barker, Chartered, special tax
counsel to Xerox Corporation and XCE, as to material tax
consequences.
(12) -- Computation of Ratio of Earnings to Fixed Charges of Xerox
Corporation.*
(23)(a) -- Consent of Independent Auditors (see page II.6).
(23)(b) -- Consent of Martin S. Wagner, Esq. (see Exhibit 5(a)).
(23)(c) -- Consent of Carole Shephard, Esq. (see Exhibit 5(b)).
(23)(d) -- Consent of Ivins, Phillips & Barker, Chartered, special tax
counsel to Xerox Corporation and XCE (see Exhibit 5(c)).
(24)(a) -- Certified Resolution of the Board of Directors of Xerox
Corporation.*
(24)(b) -- Certified Resolution of the Board of Directors of XCE.*
(24)(c) -- Power of Attorney of Xerox Corporation.*
(24)(d) -- Power of Attorney of XCE.*
(25) -- Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 on Form T-1 of Citibank, N.A., to act
as Trustee under the Indenture.*
* Previously filed.
</TABLE>
<PAGE> 1
EXHIBIT 5(C)
March 25, 1999
<TABLE>
<S> <C>
Xerox Corporation Xerox Capital (Europe) plc
800 Long Ridge Road Parkway
P.O. Box 1600 Marlow
Stamford, Connecticut 06904-1600 Buckinghamshire SL7 1YL
England
Chase Securities Inc. Merrill Lynch & Co.
270 Park Avenue Merrill Lynch, Pierce, Fenner & Smith
New York, N.Y. 10017 Incorporated
World Financial Center
North Tower
New York, N.Y. 10281-1310
Goldman, Sachs & Co. J.P. Morgan Securities Inc.
85 Broad Street 60 Wall Street
New York, N.Y. 10004 New York, N.Y. 10260
Lehman Brothers Inc. Morgan Stanley & Co. Incorporated
3 World Financial Center 1585 Broadway
New York, N.Y. 10285 New York, N.Y. 10036
Salomon Smith Barney Inc.
Seven World Trade Center
New York, N.Y. 10048
</TABLE>
Gentlemen:
We have acted as special U.S. tax counsel for Xerox Corporation ("Xerox")
and Xerox Capital (Europe) plc ("XCE", and collectively with Xerox, the
"Issuers") in connection with the preparation and filing under the Securities
Act of 1933, as amended, of the Registration Statement on Form S-3, Registration
Nos. 333-73173 and 333-73173-01 (the "Registration Statement"), relating to the
proposed offering and sale from time to time by the Issuers of debt securities
(the "Debt Securities") from which the Issuers may receive up to an aggregate of
$4,485,700,000 of proceeds and which will be issued under the Indenture referred
to in the Prospectus Supplement (as defined below) (the "Indenture"). Debt
Securities of XCE will be irrevocably and unconditionally guaranteed by Xerox
pursuant to the Indenture.
It is our opinion that if the offer and sale of the Debt Securities is
conducted in the manner described in the Prospectus dated March 11, 1999 (the
"Prospectus") and the Prospectus Supplement dated March 25, 1999 (the
"Prospectus Supplement") and if the terms of the Debt Securities are as
contemplated by the Prospectus and Prospectus Supplement, then the statements
under the caption "United States Taxation" in the Prospectus Supplement (the
"Tax Section") correctly describe certain United States Federal income tax
consequences resulting from the purchase, ownership or disposition of Debt
Securities by an initial holder thereof subject to United States income
taxation. As described in the Tax Section, United States Federal income tax
consequences with respect to Debt Securities having
<PAGE> 2
certain terms will be set forth in the pricing supplement to the Prospectus
Supplement relating to the offer and sale of such Debt Securities.
We do not purport to be expert in, or to express any opinion concerning,
the laws of any jurisdiction other than the Federal laws of the United States.
We hereby consent to the reference to us and to the use of our name under
the caption "United States Taxation" in the Prospectus Supplement.
Very truly yours,
Ivins, Phillips & Barker, Chartered
By: /s/ IVINS, PHILLIPS & BARKER,
CHARTERED
--------------------------------------
