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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<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>
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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)
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COPY TO:
JOHN W. WHITE
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
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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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the initial offering. [ ] ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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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. 1 with respect to such prior registration statement on Form S-3 (files nos.
333-34333 and 333-34333-01).
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THIS 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
SUBJECT TO COMPLETION MARCH , 1999
PROSPECTUS
XEROX CORPORATION
800 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06904
(203) 968-3000
XEROX CAPITAL (EUROPE) PLC
(IRREVOCABLY AND UNCONDITIONALLY GUARANTEED BY XEROX CORPORATION)
PARKWAY
MARLOW
BUCKINGHAMSHIRE SL7 1YL
ENGLAND
44-1-628-89-0000
$4,485,700,000
DEBT SECURITIES
PREFERRED STOCK
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WE WILL PROVIDE SPECIFIC TERMS OF THESE SECURITIES IN
SUPPLEMENTS TO THIS PROSPECTUS.
YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT
CAREFULLY BEFORE YOU INVEST.
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Our common stock is listed on the New York Stock Exchange under the trading
symbol "XRX".
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is , 1999.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE> 3
ABOUT THIS PROSPECTUS
This Prospectus is part of a Registration Statement that Xerox Corporation
("Xerox" or "we") and Xerox Capital (Europe) plc ("XCE") have filed with the
Securities and Exchange Commission (the "Commission") utilizing a "shelf"
registration process. Each of Xerox and XCE is an issuer under the shelf. Under
this shelf process, XCE and we may, from time to time over approximately the
next two years, sell any combination of the securities described in this
Prospectus in one or more offerings up to a total dollar amount of
$4,485,700,000 or the equivalent of this amount in foreign currencies or foreign
currency units.
This Prospectus provides you with a general description of the securities
XCE and we may offer. Each time XCE or we sell securities, the issuer will
provide a prospectus supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add, update or change
information contained in this Prospectus. You should read both this Prospectus
and any prospectus supplement together with additional information described
below under the heading "Where You Can Find More Information".
You should rely only on the information provided in this Prospectus and in
any prospectus supplement including the information incorporated by reference.
Neither XCE nor we have authorized anyone to provide you with different
information. XCE and we are not offering the securities in any state where the
offer is not permitted. You should not assume that the information in this
Prospectus, or any supplement to this Prospectus, is accurate at any date other
than the date indicated on the cover page of the documents.
WHERE YOU CAN FIND MORE INFORMATION
Xerox files annual, quarterly and current reports, proxy statements and
other information with the Commission. You may read and copy any document we
file at the Commission's public reference rooms in Washington, D.C., New York,
New York and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference rooms. Our Commission filings are
also available to the public at the Commission's web site at http://www.sec.gov.
The Commission allows us to "incorporate by reference" into this prospectus
the information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the Commission will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the Commission under Section 13(a),
13(c), 14 (other than the information required by paragraphs (k) and (l) of
Section 229.402 of Regulation S-K) or 15(d) of the Securities Exchange Act of
1934 until our offering is completed:
(i) Xerox Annual Report on Form 10-K for the year ended December 31,
1997;
(ii) Xerox Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998, June 30, 1998 and September 30, 1998;
(iii) Xerox Current Reports on Form 8-K dated January 16, 1998, March
5, 1998, March 11, 1998, April 1, 1998, April 7, 1998, May 20, 1998,
December 18, 1998 and January 25, 1999;
(iv) Description of Xerox' Shareholders Rights Plan (the "Rights
Plan") contained in Form 8-A filed with the Commission on April 7, 1997, as
amended by Amendment No. 1 thereto filed with the Commission on January 26,
1999; and description of the Rights Agreement dated as of April 7, 1997
between us and The First National Bank of Boston, as Rights Agent (the
"Rights Agreement"), with respect to the Rights Plan, which is filed as
Exhibit 4.10 to our Current Report on Form 8-K dated April 7, 1997. The
Rights Plan and the Rights Agreement relate to the rights to Purchase
Series A Cumulative Preferred Stock; and
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(v) Description of Xerox' Common Stock, contained in Amendment No. 4
on Form 8-A filed with the Commission on January 26, 1999, relating to our
Common Stock.
You may request a copy of these filings at no cost, by writing to or
telephoning our transfer agent at the following address: BankBoston, N.A., P.O.
Box 8038, Boston, Massachusetts 02266-8038, (800)828-6396, E-mail at website
www.equiserve.com.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of the
document.
If you have questions about interest or principal payments, current
interest rates, calls for redemption, CUSIP numbers, registration status and
other similar matters relating to Debt Securities that have been issued under
this registration statement, please contact our issuing and paying agent for the
securities, Citibank, N.A., at 111 Wall Street, Fifth Floor, Zone 1, New York,
NY 10043, telephone (212) 657-5764.
XEROX CORPORATION
Xerox Corporation is The Document Company and a leader in the global
document market, providing document solutions that enhance business
productivity. We distribute our products in the Western Hemisphere through
divisions and wholly-owned subsidiaries. In Europe, Africa, the Middle East and
parts of Asia including Hong Kong, India and China, we distribute through a
number of direct and indirect wholly-owned European subsidiaries. Fuji Xerox
Co., Limited, an unconsolidated entity jointly owned by Xerox Limited and Fuji
Photo Film Company Limited, develops, manufactures and distributes document
processing products in Japan and the Pacific Rim. Japan represents approximately
90 percent of Fuji Xerox revenues, and Australia, New Zealand, Singapore,
Malaysia and Korea represent the remaining 10 percent. Fuji Xerox conducts
business in other Pacific Rim countries through joint ventures and distributors.
At December 31, 1998, our international operations accounted for 48 percent of
Document Processing revenues.
In the past, we engaged in Insurance and Other Financial Services ("IOFS")
businesses. In 1993, however, we announced our decision to sell or otherwise
disengage from these businesses. Since 1995, we have sold all five of the
remaining Talegen Holdings, Inc. ("Talegen") insurance companies and three
related service companies, effectively completing our disengagement strategy
from the Talegen companies. The results of our Insurance operations have been
accounted for as discontinued operations and the Document Processing business
has been the only component of continuing operations since 1995.
Our Document Processing activities encompass developing, manufacturing,
marketing, servicing and financing a complete range of document processing
products and solutions designed to make offices around the world more
productive. We help customers make documents better, make better documents, and
work better with documents.
We create customer value by providing innovative document technologies,
products, systems, services and solutions that allow our customers to:
- Move easily within and between the electronic and paper forms of
documents.
- Scan, store, retrieve, view, revise and distribute documents
electronically anywhere in the world.
- Print or publish documents on demand, at the point closest to the need,
including those locations of our customers' customers.
- Integrate the currently separate modes of producing documents, such as
the data center, production publishing and office environments into a
seamless, user-friendly enterprise-wide document systems network -- with
technology acting as an enabler.
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We have formed alliances to bring together the diverse infrastructures that
currently exist and to nurture the development of an open document services
environment to support complementary products from our partners and customers.
We are working with more than 50 industry organizations to make office,
production and electronic printing an integrated, seamless part of today's
digital work place.
We offer our document processing customers financing of their purchases of
Xerox equipment primarily through Xerox Credit Corporation ("XCC") in the United
States, largely by wholly-owned financing subsidiaries in Europe, and through
divisions in Canada and Latin America. While competition for this business from
banks and other finance companies remains extensive, we actively market our
equipment financing services on the basis of customer service, convenience and
competitive rates. On average, 75 to 80 percent of equipment sales are financed
through Xerox.
Xerox is a New York corporation with its principal executive offices
located at 800 Long Ridge Road, Stamford, Connecticut 06904, telephone (203)
968-3000.
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table shows the ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred stock dividends of Xerox for
the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges(1)(2).............. 1.80* 3.64 3.71 3.54 3.23
Ratio of earnings to combined fixed charges and
preferred dividends(3).............................. 1.70** 3.40 3.43 3.26 2.91
</TABLE>
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(1) The ratio of earnings to fixed charges has been computed based on Xerox'
continuing operations by dividing total earnings available for fixed
charges, excluding capitalized interest and preferred stock dividends of
subsidiaries, by total fixed charges. Fixed charges consist of interest,
including capitalized interest and preferred stock dividends of
subsidiaries, and one-third of rent expense as representative of the
interest portion of rentals. Debt has been assigned to discontinued
operations based on historical levels assigned to the businesses when they
were continuing operations adjusted for subsequent paydowns. Discontinued
operations consist of Xerox' Insurance, Other Financial Services and Third
Party Financing and Real Estate businesses.
(2) Xerox' ratio of earnings to fixed charges includes the effect of its finance
subsidiaries, which primarily finance Xerox equipment. Financing businesses
are more highly leveraged and, therefore, tend to operate at lower earnings
to fixed charges ratio levels than do nonfinancial businesses.
(3) The ratio of earnings to combined fixed charges and preferred dividends has
been computed based upon earnings divided by fixed charges and preferred
stock dividend requirements for the periods indicated.
* Excluding the effects of the charges recorded in connection with the 1998
restructuring plan, the ratio of earnings to fixed charges would be 3.55.
** Excluding the effects of the charges recorded in connection with the 1998
restructuring plan, the ratio of earnings to combined fixed charges and
preferred dividends would be 3.35.
XEROX CAPITAL (EUROPE) PLC
The principal activity of XCE is to raise funds in the financial markets,
primarily to support the financing operations of Xerox Limited through Xerox
Limited's wholly-owned financing subsidiaries and the funding of Xerox' other
subsidiaries and for other corporate purposes. XCE's borrowings under this
registration statement will be fully guaranteed by Xerox. See: "Description of
the Debt Securities and Guaranties: Xerox Guaranty".
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<PAGE> 6
XCE is a public limited company organized under the laws of England and
Wales. Its principal executive offices are located at Parkway, Marlow,
Buckinghamshire, SL7 1YL, England, telephone 44-1-628-89-0000. XCE is an
indirect wholly-owned subsidiary of Xerox.
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
Some of the directors of XCE and certain of the experts named herein are
citizens or residents of jurisdictions other than the United States. All or a
substantial portion of the assets of these directors, executive officers and
experts and all of the assets of XCE are or may be located outside the United
States. As a result, it may not be possible to effect service of process on
these directors, executive officers or experts or XCE in the United States. It
may also be impossible to enforce, collect or realize, in United States courts,
upon judgments that may be obtained against such persons in United States courts
and predicated upon civil liability under United States securities laws. We and
XCE have been advised by Lovell White Durrant, special English counsel to us and
XCE, that there is doubt as to the enforceability in England and Wales in
original actions or actions for the enforcement of judgments of United States
courts, of civil liabilities predicated solely on United States Federal
securities laws. In the indenture under which the securities will be issued, XCE
has appointed us as its agent for service of process in any suit, action or
proceeding with respect to such indenture brought under Federal or state
securities laws in any Federal or state court located in The City of New York,
and has submitted to such jurisdiction.
SUBSCRIPTION AGREEMENT
XCE and Xerox Overseas Holdings Limited (formerly Xerox Overseas Holdings
PLC, "Xerox Overseas") have entered into a Novated and Restated Subscription
Agreement dated October 31, 1997 (the "Subscription Agreement") pursuant to
which Xerox Overseas has agreed to subscribe and pay in cash, at any time, upon
written demand by XCE, for further shares in XCE in an amount equal to the
amount by which 25 percent of XCE's then-outstanding indebtedness (excluding
contingent liabilities) exceeds the par value, together with any premium, of
Xerox Overseas' shareholding in XCE. In the indenture pursuant to which any debt
securities of XCE will be issued, XCE has agreed that, in the event of a default
by XCE in the performance of its obligations to pay the principal of, premium,
if any, and interest, if any, on any such debt securities, any Holder of such
debt securities shall be entitled to serve upon XCE a demand requiring it to
serve a written demand on Xerox Overseas for the subscription of additional
shares in the share capital of XCE in accordance with the Subscription
Agreement. The Subscription Agreement may be inspected during normal business
hours at the principal executive office of XCE. The obligations of Xerox
Overseas under the Subscription Agreement are unsecured and Xerox Overseas is
not subject to any restrictive covenants thereunder. The Subscription Agreement
is governed by English Law.
USE OF PROCEEDS
XCE and we expect to use the net proceeds we receive from the sale of the
securities offered by this Prospectus and the accompanying prospectus
supplement(s) for general corporate purposes. General corporate purposes may
include:
- the repayment of debt,
- investments in or extensions of credit to our subsidiaries,
- redemption of preferred stock,
- repurchase of Xerox Common Stock,
- the financing of possible acquisitions or business expansion or the
refinancing of prior acquisitions.
The net proceeds may be invested temporarily or applied to repay short-term debt
until they are used for their stated purpose.
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<PAGE> 7
THE SECURITIES WE MAY OFFER
This Prospectus is part of a shelf registration statement. Under this shelf
registration statement, XCE and we may offer from time to time up to
$4,485,700,000 of any of the following securities, either separately or in
units:
- Debt Securities
- Preferred Stock
- Common Stock (issuable only upon conversion, exchange or redemption of
Debt Securities or Preferred Stock)
- Guaranties
Debt securities and cumulative preferred stock may be offered by either XCE or
us (in the case of the issue of preferred stock by XCE, however, only after
amendment of its Articles of Association). Debt securities and preferred stock
offered by XCE will be non-convertible. Common stock (issuable only upon
conversion, exchange or redemption of other securities) and guaranties may be
offered only by us.
DESCRIPTION OF THE DEBT SECURITIES AND GUARANTIES
XCE and we may offer unsecured general obligations, which may be senior
(the "Senior Debt Securities") or subordinated (the "Subordinated Debt
Securities"). The Senior Debt Securities and the Subordinated Debt Securities
are together referred to in this prospectus as the "Debt Securities." The Senior
Debt Securities will have the same rank as all of the issuer's other unsecured,
unsubordinated debt. The Subordinated Debt Securities will be entitled to
payment only after payment on the issuer's Senior Indebtedness (as described
below). The Subordinated Debt Securities will be effectively subordinated to
creditors (including trade creditors) and the issuer's preferred stockholders
and those of its subsidiaries. The Senior Debt Securities will be issued under
an indenture dated as of October 21, 1997 among Xerox; XCE; XOH; Xerox as
guarantor; and Citibank, N.A., as the trustee (the "Trustee") (as may be
amended, supplemented or modified from time to time, the "Indenture"). The
Subordinated Debt Securities will be issued under an indenture to be entered
into among XCE, us and the trustee named in the prospectus supplement. We have
summarized certain general features of the Debt Securities from the indentures.
We encourage you to read the indentures (which are exhibits to the Registration
Statement or, in the case of Subordinated Debt Securities, will be filed with
the Commission prior to the time XCE or we offer any Subordinated Debt
Securities) and our recent periodic and current reports that we file with the
Commission.
The following description of the terms of the Debt Securities and the
Guaranties sets forth certain general terms and provisions of the Debt
Securities and Guaranties to which any prospectus supplement may relate. The
particular terms of the Debt Securities and Guaranties offered by any prospectus
supplement and the extent, if any, to which such general provisions may apply to
the Debt Securities and Guaranties will be described in the related prospectus
supplement. Accordingly, for a description of the terms of a particular issue of
Debt Securities, reference must be made to both the related prospectus
supplement and to the following description.
The Senior Debt Securities and Guaranties will be issued in one or more
series under the Indenture. A copy of the Indenture is filed as an exhibit to
the Registration Statement. The following summaries of certain provisions of the
Indenture do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all the provisions of the Indenture and the
provisions of the Trust Indenture Act of 1939, as amended (the "TIA").
Capitalized terms used but not defined shall have the meanings assigned to such
terms in the Indenture. References in parentheticals below to sections or
articles are to Sections or Articles of the Indenture.
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<PAGE> 8
The indentures do not contain any covenants or provisions which may afford
holders of Senior Debt Securities protection in the event of a highly leveraged
transaction by either of the issuers. No such transaction is contemplated.
GENERAL
The aggregate principal amount of Debt Securities that may be issued under
the indentures is unlimited. The Debt Securities may be issued in one or more
series as may be authorized from time to time by the applicable Issuer. Xerox
will irrevocably and unconditionally guarantee payments of principal, premium,
if any, and interest, if any, with respect to Debt Securities issued by XCE.
Reference is made to the applicable prospectus supplement for the following
terms of the Debt Securities (if applicable):
- title and aggregate principal amount;
- indenture under which the Debt Securities are issued;
- any applicable subordination provisions;
- percentage or percentages of principal amount at which such securities
will be issued;
- maturity date(s);
- interest rate(s) or the method for determining the interest rate(s);
- dates on which interest will accrue or the method for determining dates
on which interest will accrue and dates on which interest will be
payable;
- redemption or early repayment provisions;
- authorized denominations;
- form (registered and/or bearer);
- amount of discount with which such securities will be issued;
- whether such securities will be issued in whole or in part in the form of
one or more global securities;
- identity of the Depositary for global securities;
- whether a temporary security is to be issued with respect to such series
and, whether any interest payable prior to the issuance of a definitive
securities of the series will be credited to the account of the persons
entitled thereto;
- the terms upon which beneficial interests in a temporary global security
may be exchanged in whole or in part for beneficial Interests in a
definitive global security or for individual definitive securities and
the terms upon which such exchanges may be made;
- currency, currencies or currency units in which the purchase price for,
the principal of and any premium and any interest on, such securities
will be payable;
- time period within which, the manner in which and the terms and
conditions upon which the purchaser of the securities can select the
payment currency;
- securities exchange(s) on which the securities will be listed;
- whether any underwriter(s) will act as market maker(s) for the
securities;
- if not listed on a securities exchange and no underwriter(s) intends to
make a market in the securities, the nature of the exchange market for
the securities;
- extent to which a secondary market for the securities is expected to
develop;
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<PAGE> 9
- additions to or changes in the Events of Default with respect to the
securities and any change in the right of the Trustee or the holders to
declare the principal, premium and interest with respect to such
securities to be due and payable;
- whether securities issued by XCE will be entitled to the benefits of the
Guaranties or any other form of guaranty; and
- additional terms not inconsistent with the provisions of the Indenture.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates ("Discount Securities"). One
or more series of Debt Securities may be variable rate Debt securities that may
be exchanged for fixed rate Debt Securities. Federal income tax consequences and
special considerations applicable to any such series will be described in the
applicable prospectus supplement.
Debt Securities may be issued where the amount of principal and/or interest
payable is determined by reference to one or more currency exchange rates,
commodity prices, equity indices or other factors. Holders of such securities
may receive a principal amount or a payment of interest that is greater than or
less than the amount of principal or interest otherwise payable on such dates,
depending upon the value of the applicable currencies, commodities, equity
indices or other factors. Information as to the methods for determining the
amount of principal or interest, if any, payable on any date, the currencies,
commodities, equity indices or other factors to which the amount payable on such
date is linked and certain additional Federal income tax considerations will be
set forth in the prospectus supplement.
The term "Debt Securities" includes Debt Securities denominated in U.S.
dollars or, if specified in the applicable prospectus supplement, in any other
freely transferable currency or units based on or relating to foreign
currencies.
We expect most Debt Securities to be issued in fully registered form
without coupons and in denominations of $1,000 and any integral multiple
thereof. (Section 3.02) Subject to the limitations provided in the Indenture and
in the prospectus supplement, Debt Securities which are issued in registered
form may be transferred or exchanged at the office of the transfer agent
maintained in the Borough of Manhattan, The City of New York or the Principal
Corporate Trust Office of the Trustee, without the payment of any service
charge, other than any tax or other governmental charge payable in connection
therewith. (Section 3.05)
XEROX GUARANTY
Xerox will irrevocably and unconditionally guarantee to each holder of Debt
Securities issued by XCE the due and punctual payment of the principal of, and
any premium and any interest on, those Debt Securities, when and as the same
becomes due and payable, whether at maturity, upon acceleration or otherwise. We
have:
- agreed that our obligations under the Guaranties, upon the occurrence and
continuance of an Event of Default with respect to any guaranteed Debt
Securities, will be as if we were principal obligor and not merely
surety, and will be enforceable irrespective of any invalidity,
irregularity or unenforceability of any series of guaranteed Debt
Securities or the Indenture and
- waived our right to require the Trustee or the Holders of guaranteed Debt
Securities to pursue or exhaust their legal or equitable remedies against
XCE prior to exercising their rights under the Guaranties.
GLOBAL SECURITIES
We expect the following provisions to apply to all Debt Securities.
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (the "Depositary") identified in the
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Prospectus Supplement. Global Securities will be issued in registered form and
in either temporary or definitive form. Unless and until it is exchanged in
whole or in part for the individual Debt Securities, a Global Security may not
be transferred except as a whole by the Depositary for such Global Security to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor of such Depositary or a nominee of such successor. (Sections
3.01, 3.03 and 3.05)
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series and the rights of and limitations upon owners of
beneficial interests in a Global Security will be described in the prospectus
supplement. We expect that the following provisions will generally apply to
depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit, on its book-entry registration and transfer
system, the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depositary. Such accounts shall be designated by the dealers,
underwriters or agents with respect to the Senior Debt Securities or by the
issuer if such Debt Securities are offered and sold directly by the issuer.
Ownership of beneficial interests in a Global Security will be limited to
persons that have accounts with the applicable Depositary ("participants") or
persons that may hold interests through participants. Ownership of beneficial
interests in such Global Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the applicable
Depositary or its nominee with respect to interests of participants and the
records of participants with respect to interests of persons other than
participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of a Global Security, such Depositary or such nominee, as the
case may be, will be considered the sole owner or holder of the Debt Securities
represented by that Global Security for all purposes under the Indenture
governing Debt Securities. Except as provided below, owners of beneficial
interests in a Global Security will not be entitled to have any of the
individual Debt Securities of the series represented by that Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of any Debt Securities of such series in definitive form and will not
be considered the owners or holders thereof under the Indenture governing such
Debt Securities.
Payments of principal, premium, if any, and interest, if any, on individual
Debt Securities represented by a Global Security registered in the name of a
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner of the Global Security representing the
Debt Securities. None of the Issuers, the Trustee for the Debt Securities, any
paying agent (a "Paying Agent"), or the Registrar for the Debt Securities will
have any responsibility or liability for any aspect of the records relating to
or payments made by the Depositary or any participants on account of beneficial
ownership interests of the Global Security for the Debt Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
The issuers expect that the Depositary for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Security representing the Debt Securities,
immediately will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security for the Debt Securities as shown on the records of the
Depositary or its nominee. The issuers also expect that payments by participants
to owners of beneficial interests in a Global Security held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name". Such payments will be the responsibility of
such participants.
If the Depositary for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is not
appointed by the applicable Issuer within 90
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days, the issuer will issue definitive Debt Securities of that series in
exchange for the Global Security or Securities representing that series of Debt
Securities. In addition, the applicable issuer may at any time and in its sole
discretion, subject to any limitations described in the Prospectus Supplement
relating to the Debt Securities, determine not to have any Debt Securities of a
series represented by one or more Global Securities, and, in such event, will
issue definitive Debt Securities of that series in exchange for the Global
Security or Securities representing that series of Debt Securities. If
definitive Debt Securities are issued, an owner of a beneficial interest in a
Global Security will be entitled to physical delivery of definitive Debt
Securities of the series represented by that Global Security equal in principal
amount to that beneficial interest and to have the Debt Securities registered in
its name. Definitive Debt Securities of any series so issued will be issued in
denominations, unless otherwise specified by the applicable issuer, of $1,000
and integral multiples thereof.
ASSIGNMENT
Each indenture provides that for so long as any of the Debt Securities of
XCE are outstanding, XCE may assign its obligations under any series of Debt
Securities to any other subsidiary of Xerox (the "Assignee"). Any Assignee shall
be treated as the successor to XCE with respect to such series of Debt
Securities. The conditions set forth under "Consolidation, Merger or Sale of
Assets of XCE" above, that would apply to the merger of XCE into such Assignee,
must be satisfied at the time of an assignment.
EVENTS OF DEFAULT, NOTICE AND WAIVER
Each indenture provides that, if an Event of Default in respect of any
series of Debt Securities of an issuer or any Guaranties thereof shall have
happened and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the outstanding Debt Securities of that series of
that issuer may declare the principal amount (or a portion thereof in the case
of certain Debt Securities of that issuer issued with an original issue
discount) of all the Debt Securities of that series of that issuer to be
immediately due and payable. (Section 7.02)
Each indenture defines Events of Default in respect of any series of Debt
Securities of an issuer or any Guaranties thereof as:
- default for 30 days in payment of any interest installment when due,
- default in payment of principal of or premium, if any, (including accrued
original issue discount, in the case of certain Debt Securities of such
issuer issued with original issue discount) on, or any sinking fund
installment or analogous obligation with respect to, Debt Securities of
such series of such issuer when due,
- default for 90 days after notice to such issuer or the Guarantor by the
Trustee or by the holders of at least 25% in principal amount of the
outstanding Debt Securities of such series of such issuer in performance
of any covenant in such indenture in respect of the Debt Securities of
such series of such issuer,
- certain events of bankruptcy, insolvency and reorganization involving
such issuer or the Guarantor, and any other Event of Default provided for
with respect to the Debt Securities of such series of such issuer.
(Section 7.01)
The TIA provides that the Trustee will, within 90 days after the occurrence
of a default in respect of any series of Debt Securities of an issuer or any
Guaranties thereof, give to the holders of that series notice of all uncured and
unwaived defaults known to it; provided that, except in the case of default in
the payment of principal of, premium, if any, or interest, if any, on, or any
sinking fund installment or analogous obligation with respect to, any of the
Debt Securities of that series, the Trustee will be protected in withholding
such notice if it in good faith determines that the withholding of such notice
is in the interest of the Holders of that series. The term "default" for the
purpose of this provision means any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to Debt Securities
of such series of such issuer or any Guaranties thereof.
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Each indenture provides that the holders of a majority in principal amount
of the outstanding Debt Securities of any series of an Issuer may, subject to
certain limitations, direct the time, method and place of conducting proceedings
for remedies available to the Trustee, or exercising any trust or power
conferred on the Trustee, in respect of the Debt Securities of that series of
that Issuer. (Section 7.11)
Each indenture contains provisions entitling the Trustee, subject to the
duty of the Trustee during an Event of Default in respect of any series of Debt
Securities of an issuer or any Guaranties thereof to act with the required
standard of care, to be indemnified by the Holders of the Debt Securities of
that series of that issuer before proceeding to exercise any right or power
under the indenture at the request of Holders of those Debt Securities. (Section
8.01)
Each indenture includes covenants that Xerox will file annually with the
Trustee a certificate of no default, or specifying any default that exists.
(Section 5.04)
In certain cases, the holders of a majority in principal amount of the
outstanding Debt Securities of a series of an issuer may, on behalf of the
Holders of all Debt Securities of that series of that issuer, waive any past
default or Event of Default, or compliance with certain provisions of the
indenture, except for defaults not theretofore cured in the payment of the
principal of, premium, if any, or interest on, or any sinking fund instalment or
analogous obligation with respect to, any of the Debt Securities of that series
of that issuer and compliance with certain covenants. (Sections 5.07, 7.02 and
7.12)
Each indenture provides that for purposes of calculating the principal
amount of Debt Securities of any series denominated in a foreign currency or in
units based on or relating to currencies thereunder, such principal amount shall
be deemed to be that amount of United States dollars that could be obtained for
such principal amount on the basis of a spot rate of exchange, specified to the
Trustee by the applicable Issuer in an Officers' Certificate, for such currency
or currency units into United States dollars as of the date of any such
calculation. (Section 1.15)
ASSUMPTION BY THE COMPANY
Xerox may, at its option, assume the obligations of XCE as obligor under
any series of Debt Securities, provided, that:
- Xerox shall expressly assume such obligations in an assumption agreement
or supplemental indenture duly executed and delivered to the Trustee in
form reasonably satisfactory to the Trustee and
- immediately after giving effect to such assumption, no Event of Default,
and no event which, after notice or lapse of time, or both, would become
an Event of Default, shall have occurred and be continuing.
Upon any such assumption, Xerox shall succeed to, and be substituted for, and
may exercise every right and power of, XCE under that series of Debt Securities
and the Indenture with the same effect as if Xerox had been the Issuer thereof,
and XCE shall be released from its liability as obligor under that series of
Debt Securities. (Section 10.05)
MODIFICATION OF THE INDENTURE
Each indenture contains provisions permitting the issuer, the Guarantor and
the Trustee, with the consent of the holders of at least a majority in principal
amount of the outstanding Debt Securities of the affected series, to execute
supplemental indentures adding any provisions to or changing or eliminating any
of the provisions of the indenture or modifying the rights of the holders of
Debt Securities of that series. No supplemental indenture may, without the
consent of the Holders of all of the affected Debt Securities, among other
things:
- change the maturity of any Debt Securities,
- change the currency in which such Debt Securities are payable,
- reduce the principal amount thereof or any premium thereon,
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- reduce the rate or extend the time of payment of interest thereon,
- change the method of computing the amount of principal thereof on any
date or
- reduce the percentage of holders of Debt Securities which must consent to
any such supplemental indenture. (Section 9.02)
SATISFACTION AND DISCHARGE OF THE INDENTURES; DEFEASANCE
The indenture shall generally cease to be of any further effect with
respect to a series of Debt Securities if:
- the issuer or the Guarantor has delivered to the Trustee for cancellation
all Debt Securities of that series (with certain limited exceptions) or
- all Debt Securities of that series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by
their terms to become due and payable within one year or are to be called
for redemption within one year, and the issuer or the Guarantor shall
have deposited with the Trustee as trust funds the entire amount
sufficient to pay at maturity or upon redemption all Debt Securities of
that series (and if, in either case, the issuer or the Guarantor shall
also pay or cause to be paid all other sums payable under the Indenture
by such Issuer or Guarantor in respect of all Debt Securities of that
series and deliver to the Trustee an officers' certificate and an opinion
of counsel, each stating that all conditions precedent in the Indenture
have been complied with). (Section 11.01)
The Trustee shall hold in trust all money deposited with it as described
above and shall apply the deposited money, in accordance with the provisions of
the Debt Securities of the defeased series and the indenture, to the payment,
either directly or through any Paying Agent, as the Trustee may determine, to
the Persons entitled thereto, of principal, premium, if any, and interest for
whose payment such money has been deposited with the Trustee. (Section 11.02)
SUBMISSION TO JURISDICTION AND SERVICE OF PROCESS
XCE submits for the exclusive benefit of the Holders of its Debt Securities
to the non-exclusive jurisdiction of any United States Federal or New York State
court sitting in New York City, the Borough of Manhattan solely for the purpose
of any legal action or proceeding brought to enforce rights under its Debt
Securities and the Indenture. As long as any of its Debt Securities remain
outstanding (unless all payments are then being made by Xerox under the
Guaranties), XCE shall either have an authorized agent or maintain an office in
New York State upon whom process may be served in any such legal action or
proceeding. Service of process upon XCE at its office or upon its agent with
written notice of such service mailed or delivered to XCE shall to the fullest
extent permitted by applicable law be deemed in every respect effective service
of process upon XCE in any such legal action or proceeding. XCE hereby appoints
Xerox Corporation, Xerox Square, 100 Clinton Avenue South, Rochester, New York,
14644, U.S.A., Attention: General Counsel, as its agent in New York State for
such purpose, and Xerox accepts such appointment. XCE covenants and agrees that
service of process in any legal action or proceeding may be made upon it at its
office, or upon its agent in New York State. XCE irrevocably waives and
irrevocably agrees not to raise any objection which it may now have or hereafter
to the laying of venue of any such actions or proceedings in any such court
referred to in this paragraph and any claim that any such actions or proceedings
have been brought in an inconvenient forum and further irrevocably agrees that a
judgment in any action or proceeding brought in any court referred to in this
paragraph shall be conclusive and binding upon it and may be enforced in the
courts of any other jurisdiction.
GOVERNING LAW
Each indenture, the Debt Securities and the Guaranties shall be construed
in accordance with and governed by the laws of the State of New York, without
giving effect to the principles thereof relating to conflicts of law (other than
Section 5-1401 of the General Obligations Law of the State of New York, and
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any successor statute or statutes); provided, however, that all matters
governing the authorization and execution of the Indenture and the Debt
Securities of XCE shall be construed in accordance with and governed by the laws
of the jurisdiction of England and Wales.
LIMITATIONS AFFECTING SECURITY HOLDERS
Neither the law of England and Wales nor the organizational documents of
XCE imposes any restriction on the ability of non-United Kingdom holders to hold
or vote the Debt Securities.
PROVISIONS APPLICABLE ONLY TO SENIOR DEBT SECURITIES
RANKING
The Senior Debt Securities issued by Xerox and the Guaranties will be
unsecured obligations of Xerox, and will rank pari passu with all other
unsecured and unsubordinated debt of Xerox. The Senior Debt Securities issued by
XCE will be unsecured obligations of XCE, and will rank pari passu with all
other unsecured and unsubordinated debt of XCE.
COVENANTS
Limitations on Liens. So long as any of the Senior Debt Securities of
either issuer are outstanding, Xerox will not create or suffer to exist, or
permit any of its Restricted Subsidiaries to create or suffer to exist, any
lien, security interest or other charge or encumbrance, or any other type of
preferential arrangement, upon or with respect to any of its properties (other
than "margin stock" as that term is defined in Regulation U issued by the Board
of Governors of the Federal Reserve System), whether now owned or hereafter
acquired, or assign, or permit any of its Restricted Subsidiaries to assign, any
right to receive income, in each case to secure any Debt without making
effective provision whereby all of the Debt Securities of each series (together
with, if Xerox shall so determine, any other Senior Debt of Xerox or such
Restricted Subsidiary then existing or thereafter created which is not
subordinate to the Senior Debt Securities) shall be equally and ratably secured
with the indebtedness or obligations secured by such security. Xerox or its
Restricted Subsidiaries may create or suffer to exist any lien, security
interest, charge, encumbrance or preferential arrangement of any kind in, of or
upon any of the properties or assets of Xerox or its Restricted Subsidiaries to
secure any Debt or Debts in an aggregate amount at any time outstanding not
greater than 20% of the Consolidated Net Worth of Xerox. The foregoing
restrictions shall not apply to any of the following:
- deposits, liens or pledges arising in the ordinary course of business to
enable Xerox or any of its Restricted Subsidiaries to exercise any
privilege or license or to secure payments of workers' compensation or
unemployment insurance, or to secure the performance of bids, tenders,
contracts (other than for the payment of money) or statutory landlords'
liens or to secure public or statutory obligations or surety, stay or
appeal bonds, or other similar deposits or pledges made in the ordinary
course of business;
- liens imposed by law or other similar liens, if arising in the ordinary
course of business, such as mechanic's, materialman's, workman's,
repairman's or carrier's liens, or deposits or pledges in the ordinary
course of business to obtain the release of such liens;
- liens arising out of judgments or awards against Xerox or any of its
Restricted Subsidiaries in an aggregate amount not to exceed the greater
of (a) 15% of the Consolidated Net Worth of Xerox or (b) the minimum
amount which, if subtracted from such Consolidated Net Worth, would
reduce such Consolidated Net Worth below $3.2 billion and, in each case,
with respect to which Xerox or such Restricted Subsidiary shall in good
faith be prosecuting an appeal or proceedings for review, or liens for
the purpose of obtaining a stay or discharge in the course of any legal
proceedings;
- liens for taxes if such taxes are not delinquent or thereafter can be
paid without penalty, or are being contested in good faith by appropriate
proceedings, or minor survey exceptions or minor encumbrances, easements
or restrictions which do not in the aggregate materially detract from
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the value of the property so encumbered or restricted or materially
impair their use in the operation of the business of Xerox or any
Restricted Subsidiary owning such property;
- liens in favor of any government or department or agency thereof or in
favor of a prime contractor under a government contract and resulting
from the acceptance of progress or partial payments under government
contracts or subcontracts thereunder;
- liens, security interests, charges, encumbrances, preferential
arrangements and assignments of income existing on the date of the
Indenture;
- purchase money liens or security interests in property acquired or held
by Xerox or any Restricted Subsidiary in the ordinary course of business
to secure the purchase price thereof or indebtedness incurred to finance
the acquisition thereof;
- liens or security interests existing on property at the time of its
acquisition;
- the rights of XCC relating to a certain reserve account established
pursuant to an operating agreement dated as of November 1, 1980, between
Xerox and XCC;
- the replacement, extension or renewal of any of the foregoing and
- liens on any assets of any Restricted Subsidiary of up to $500,000,000
incurred in connection with the sale or assignment of assets of such
Restricted Subsidiary for cash where the proceeds are applied to
repayment of Debt of such Restricted Subsidiary and/or invested by such
Restricted Subsidiary in assets which would be reflected as receivables
on the balance sheet of such Restricted Subsidiary. (Section 5.06)
"Consolidated Net Worth" means, at any time, as to a given entity, the sum
of the amounts appearing on the latest consolidated balance sheet of such entity
and its Subsidiaries, prepared in accordance with generally accepted accounting
principles consistently applied, as:
- the par or stated value of all outstanding capital stock (including
preferred stock),
- capital paid-in and earned surplus or earnings retained in the
business plus or minus cumulative translation adjustments,
- any unappropriated surplus reserves,
- any net unrealized appreciation of equity investments, and
- minorities' interests in equity of subsidiaries,
less treasury stock, plus, in the case of Xerox, $600,000,000.
"Debt" means:
- indebtedness for borrowed money or for the deferred purchase price of
property or services (excluding trade accounts payable incurred in the
ordinary course with a maturity of not greater than 90 days),
- obligations as lessee under capital leases,
- obligations under direct or indirect guaranties in respect of, and
obligations (contingent or otherwise) to purchase or otherwise acquire,
or otherwise to assure a creditor against loss in respect of,
indebtedness or obligations of others of the kinds referred to in either
of the immediately preceding bullet points (excluding obligations of
Xerox from time to time under a certain support agreement between Xerox
and XCC, and a certain support agreement between Xerox Canada Inc. and
Xerox Canada Finance Inc.), and
- the amount of unfunded benefit liabilities, as defined in Section 4001
(a)(18) of the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute or statute, under
plans covered by Title IV thereof.
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"Restricted Subsidiary" means any consolidated Subsidiary of Xerox from
time to time having a Consolidated Net Worth of at least $100 million; provided,
however, that "Restricted Subsidiary" does not include Xerox Financial Services,
Inc., XCC and any other corporation principally engaged in any business or
businesses other than development, manufacture and/or marketing of:
- business equipment (including, without limitation, reprographic, computer
(including software) and facsimile equipment),
- merchandise or
- services (other than financial services).
At the date hereof, Xerox Corporation has the following Restricted Subsidiaries:
Xerox do Brazil Ltda.; Xerox Canada Inc.; Xerox Canada Ltd.; Xerox Mexicana S.A.
de C.V.; Xerox Limited; Xerox Manufacturing (Nederland) BV; Intelligent
Electronics, Inc.; XESystems, Inc.; Xerox ColorgrafX Systems, Inc.; Xerox
Overseas Holdings Limited; Xerox Holdings (Bermuda) Limited; Xerox Investments
(Nederland) BV; Xerox Holdings (Ireland) Limited; Xerox (Europe) Limited; Xerox
UK Holdings Limited; Xerox (UK) Limited; Xerox China Investments (Bermuda)
Limited; XRO Limited; XRI Limited; RRXH Limited and RRXIL Limited.
"Subsidiary" means, as to any entity, any corporation of which more than
50% of the outstanding capital stock having ordinary voting power to elect a
majority of the Board of Directors of that corporation is at the time directly
or indirectly owned by that entity.
CONSOLIDATION, MERGER OR SALE OF ASSETS OF XEROX. Xerox shall not
consolidate with or merge into any other corporation or sell its assets
substantially as an entirety, unless:
- the corporation formed by such consolidation or into which Xerox is
merged or the corporation which acquires its assets is organized in the
United States and expressly assumes the due and punctual payment of the
principal of, premium, if any, and interest, if any, on all the Debt
Securities of Xerox and the Guaranties and the performance of every
covenant of the Indenture on the part of Xerox to be performed or
observed and
- immediately after giving effect to such transaction, no Event of Default,
and no event which, after notice or lapse of time, or both, would become
an Event of Default, shall have occurred and be continuing. (Section
10.01)
Upon any such consolidation, merger or sale, the successor corporation formed by
such consolidation or into which Xerox is merged or to which such sale is made
shall succeed to and be substituted for Xerox under the Indenture. (Section
10.02)
CONSOLIDATION, MERGER OR SALE OF ASSETS OF XCE. XCE shall not consolidate
with or merge into any other corporation or sell its assets substantially as an
entirety, unless:
- the corporation formed by such consolidation or into which XCE is merged
or the corporation which acquires its assets is organized in the United
States or in England and Wales and expressly assumes the due and punctual
payment of the principal of, premium, if any, and interest, if any, on
all the Debt Securities of XCE and the performance of every covenant of
the Indenture on the part of XCE to be performed or observed and
- immediately after giving effect to such transaction, no Event of Default,
and no event which, after notice or lapse of time, or both, would become
an Event of Default, shall have occurred and be continuing. (Section
10.02)
Notwithstanding the foregoing, XCE shall be entitled at any time to sell,
transfer or assign all or any part of its assets for fair value or grant any
interest therein to any person or persons in accordance with any Securitization
in relation to such assets (whether or not by XCE or any of its subsidiaries)
and to enter into any arrangements in connection therewith. (Section 10.02) Upon
any such consolidation, merger or sale, the successor corporation formed by such
consolidation, or into which XCE is merged or to which such sale is made shall
succeed to and be substituted for XCE under the Indenture. (Section 10.03)
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For the purposes of the immediately preceding paragraph, "Securitization"
means any financing (whether or not by XCE, involving the transfer, assignment
or charging for fair value of lease, trade and/or finance receivables and
whether or not involving the issue of securities) where payments of principal
and interest thereunder are derived principally either directly or after
conversion through one or more interest rate and/or currency swap agreements
from moneys receivable (for a fair value) under or in connection with such
lease, trade and/or finance receivables and where the proceeds of such financing
are applied in repayment of debt and/or invested in assets.
CONCERNING THE TRUSTEE
The issuers may from time to time maintain credit facilities, and have
other customary banking relationships with Citibank, N.A., the Trustee under the
Indenture.
PROVISIONS APPLICABLE ONLY TO SUBORDINATED DEBT SECURITIES
The Subordinated Debt Securities will be subordinated to all existing and
future "Senior Indebtedness" of the issuer. Senior Indebtedness means, without
duplication, the principal, premium (if any) and unpaid interest on all present
and future:
- indebtedness of the issuer for borrowed money,
- obligations of the issuer evidenced by bonds, debentures, notes or
similar instruments,
- all obligations of the issuer under
(x) interest rate swaps, caps, collars, options and similar
arrangements,
(y) any foreign exchange contract, currency swap contract, futures
contract, currency option contract or other foreign currency hedge,
and
(z) credit swaps, caps, floors, collars and similar arrangements,
- indebtedness incurred, assumed or guaranteed by the issuer in connection
with the acquisition by it or a subsidiary of any business, properties or
assets (except purchase-money indebtedness classified as accounts payable
under generally accepted accounting principles),
- obligations of the issuer as lessee under leases required to be
capitalized on the balance sheet of the lessee under generally accepted
accounting principles,
- reimbursement obligations of the issuer in respect of letters of credit
relating to indebtedness or other obligations of the issuer that qualify
as indebtedness or obligations of the kind referred to in the first five
bullet points above, and
- obligations of the issuer under direct or indirect guaranties in respect
of, and obligations (contingent or otherwise) to purchase or otherwise
acquire, or otherwise to assure a creditor against loss in respect of,
indebtedness or obligations of others of the kinds referred to in the
first six bullet points above.
Subordinated Debt Securities will not be subordinated to any indebtedness or
obligation if the instrument creating or evidencing the indebtedness or
obligation or pursuant to which it is outstanding provides that such
indebtedness or obligation is not superior in right of payment to the
Subordinated Debt Securities.
Other provisions applicable to Subordinated Debt Securities will be
described in a prospectus supplement.
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DESCRIPTION OF THE PREFERRED STOCK
XEROX PREFERRED STOCK
The following is a description of certain general terms and provisions of
our Preferred Stock. The particular terms of any series of Preferred Stock will
be described in a prospectus supplement. The following summary of terms of our
Preferred Stock is not complete. You should refer to the provisions of our
Restated Certificate of Incorporation and the certificate of amendment relating
to each series of the Preferred Stock (the "Certificate of Amendment"), which
will be filed with the Commission at or prior to the time of issuance of such
series of the Preferred Stock. We are authorized to issue up to 22,043,067
shares of Preferred Stock, par value $1.00 per share. As of December 31, 1998,
8,785,403 shares of Series B Cumulative Convertible Preferred Stock were
outstanding. All of the Series B Convertible Preferred Stock is held by the
trustee for the Xerox Employee Stock Ownership Plan, and is convertible, at any
time, at the option of the trustee, into Xerox Common Stock at a predetermined
price, which is subject to adjustment. The holders of the Series B Convertible
Preferred Stock have dividend and liquidation rights prior to holders of the
Common Stock, but generally have voting rights equal to those of holders of the
Common Stock.
Subject to limitations prescribed by law, the Board of Directors is
authorized at any time to:
- issue one or more series of Preferred Stock;
- determine the designation for any series by number, letter or title that
shall distinguish the series from any other series of Preferred Stock;
and
- determine the number of shares in any series.
The Board of Directors is authorized to determine, for each series of Preferred
Stock, and the prospectus supplement will set forth with respect to such series
the following information:
- the dividend rate (or method for determining the rate);
- any liquidation preference per share of that series of Preferred Stock;
- any conversion provisions applicable to that series of Preferred Stock;
- any redemption or sinking fund provisions applicable to that series of
Preferred Stock;
- any voting rights of that series of Preferred Stock; and
- the terms of any other preferences or rights applicable to that series of
Preferred Stock.
DIVIDENDS
Holders of Preferred Stock will be entitled to receive, when, as and if
declared by the Board of Directors, cash dividends at the rates and on the dates
as set forth in the prospectus supplement. Except as set forth below, no
dividends will be declared or paid on any series of Preferred Stock unless full
dividends for all series of Preferred Stock (including cumulative dividends
still owing, if any) have been or contemporaneously are declared and paid. When
those dividends are not paid in full, dividends will be declared pro-rata so
that the amount of dividends declared per share on each series of Preferred
Stock will in all cases bear to each other series the same ratio that (x)
accrued dividends per share for each respective series of Preferred Stock bear
to (y) aggregate accrued dividends for all outstanding shares of Preferred
Stock. In addition, generally, unless all dividends on the Preferred Stock have
been paid, no dividends will be declared or paid on the Common Stock and
generally we may not redeem or purchase any Common Stock.
CONVERTIBILITY
No series of Preferred Stock will be convertible into, or exchangeable for,
other securities or property except as set forth in the applicable prospectus
supplement.
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<PAGE> 19
REDEMPTION AND SINKING FUND
No series of Preferred Stock will be redeemable or receive the benefit of a
sinking fund except as set forth in the applicable prospectus supplement.
LIQUIDATION
In the event we voluntarily or involuntarily liquidate, dissolve or wind up
our affairs, the holders of each series of Preferred Stock will be entitled to
receive the liquidation preference per share specified in the prospectus
supplement plus an amount equal to accrued and unpaid dividends, if any, before
any distribution to the holders of Common Stock. If the amounts payable with
respect to Preferred Stock are not paid in full, the holders of Preferred Stock
will share ratably in any distribution of assets based upon the aggregate
liquidation preference for all outstanding shares for each series. After the
holders of shares of Preferred Stock are paid in full, they will have no right
or claim to any of our remaining assets.
VOTING
Except as indicated below or in the prospectus supplement, the holders of
Preferred Stock will not be entitled to vote. If the equivalent of six quarterly
dividends payable on any series of Preferred Stock is in default, the number of
directors constituting our Board of Directors will be increased by two and the
holders of such series of Preferred Stock, voting together as a class with all
other series of Preferred Stock entitled to vote on such election of directors,
will be entitled to elect those additional directors. In the event of such a
default, the Board of Directors will call a special meeting for the holders of
all affected series within 10 business days of the default for the purpose of
electing the additional directors. Alternatively, the holders of record of a
majority of the outstanding shares of all affected series who are entitled to
participate in the election of directors may elect such additional directors by
written consent. If all accumulated dividends on any series of Preferred Stock
have been paid in full, the holders of shares of such series will no longer have
the right to vote on directors and the term of office of each director so
elected will terminate and the number of our directors will, without further
action, be reduced by two.
The vote of the holders of a majority of the outstanding shares of each
series of Preferred Stock voting together as a class, is required to authorize
any amendment, alteration or repeal of the Restated Certificate of Incorporation
or any Certificate of Amendment which would adversely affect the powers,
preferences, or special rights of the Preferred Stock including authorizing any
class of stock with superior dividend and liquidation preferences.
MISCELLANEOUS
The holders of Preferred Stock will have no preemptive rights. The
Preferred Stock, when issued, will be fully paid and nonassessable. Shares of
Preferred Stock that we redeem or otherwise reacquire will resume the status of
authorized and unissued shares of Preferred Stock undesignated as to series, and
will be available for subsequent issuance. There are no restrictions on
repurchase or redemption of the Preferred Stock while there is any arrearage on
sinking fund installments except as may be set forth in a prospectus supplement.
Neither the par value nor the liquidation preference is indicative of the price
at which the Preferred Stock will actually trade on or after the date of
issuance. Payment of dividends on any series of Preferred Stock may be
restricted by loan agreements, indentures and other transactions we may enter
into.
NO OTHER RIGHTS
The shares of a series of Preferred Stock will not have any preferences,
voting powers or relative, participating, optional or other special rights
except as set forth above or in the prospectus supplement, the Restated
Certificate of Incorporation or Certificate of Amendment or as otherwise
required by law.
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<PAGE> 20
TRANSFER AGENT AND REGISTRAR
The transfer agent for each series of Preferred Stock will be described in
the prospectus supplement.
XCE PREFERRED STOCK
The general terms and provisions of the Preferred Stock to be issued by XCE
will be described in a prospectus supplement.
DESCRIPTION OF XEROX COMMON STOCK
The following description of Xerox' Common Stock is only a summary. We
encourage you to read our Restated Certificate of Incorporation and our
Shareholder Rights Plan, referred to below, which have been filed with the
Commission and are incorporated by reference into this Prospectus.
As of the date of this prospectus, we are authorized to issue up to
1,050,000,000 shares of Common Stock, $1.00 par value per share (the "Common
Stock"). As of December 31, 1998, 656,786,576 shares of Common Stock were
outstanding. This number has been adjusted to reflect the two-for-one stock
split distributed on February 23, 1999.
The Common Stock offered under this prospectus will be offered only upon
the conversion, exchange or redemption of our Debt Securities or Preferred
Stock. We may not issue Common Stock directly under this prospectus.
GENERAL
DIVIDEND RIGHTS AND RESTRICTIONS
Holders of our Common Stock are entitled to dividends as and when declared
by the Board of Directors out of the net assets legally available therefor. All
shares of Common Stock are entitled to participate equally in such dividends.
There are no restrictions on the payment of dividends or purchase or redemption
of our Common Stock under our Restated Certificate of Incorporation or by-laws
or any instrument to which we are a party, provided all dividends for past
periods and the dividends for the current quarter on any outstanding Cumulative
Preferred Stock and retirement, purchase or sinking fund requirements thereon,
if any, have been paid or provided for, and subject further to the restrictions
referred to below.
VOTING RIGHTS
Each share of Common Stock is entitled to one vote per share, subject, to
the right of the holders of any outstanding Cumulative Preferred Stock, if six
quarterly dividends (whether or not consecutive) thereon are in default, to
elect, voting as a class, two members of the Board of Directors, which right
continues until the default is cured. In addition, the separate vote or consent
of the holders of outstanding Cumulative Preferred Stock may be required to
authorize certain corporate action. The holders of Xerox' Series B Convertible
Preferred Stock generally have voting rights equal to those of holders of Common
Stock. Since the Common Stock and Xerox Series B Convertible Preferred Stock do
not have cumulative voting rights, if they choose to do so, the holders of more
than 50% of the aggregate amount of shares of those stocks can elect all of the
directors. In such event, the holders of less than 50% of those shares cannot
elect any directors.
LIQUIDATION RIGHTS
Holders of our Common Stock are entitled upon the dissolution, liquidation
or winding up of Xerox, after the payment in full of all preferential amounts to
which the holders of any then-outstanding shares of Cumulative Preferred Stock
shall be entitled, to receive pro rata the net assets of Xerox.
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<PAGE> 21
PREEMPTIVE RIGHTS
Holders of our Common Stock do not possess preemptive rights or
subscription rights as to any additional issues of any class of the capital
stock or any of our other securities.
LIABILITY TO FURTHER CALLS OR ASSESSMENTS
All of our issued and outstanding Common Stock and Cumulative Preferred
Stock is fully paid and nonassessable. The shares of Common Stock offered, when
issued, will be fully paid and nonassessable.
TRANSFER AGENT
Our Common Stock is listed and traded on the New York Stock Exchange and
the Chicago Stock Exchange under the symbol "XRX" and is also traded on the
Boston, Cincinnati, Pacific Coast, Philadelphia, London and Switzerland
exchanges. The transfer agent for the Common Stock is BankBoston, N.A., P.O. Box
8038, Boston, Massachusetts 02266-8038, (800) 828-6396, E-mail at website
www.equiserve.com.
PREFERRED STOCK PURCHASE RIGHTS
The Board of Directors of Xerox has adopted a Shareholder Rights Plan. Each
share of Common Stock has one half of a right (a "Right") attached to it.
Until the earlier of:
- 10 business days following the date of a public announcement that a
person or group has acquired beneficial ownership of 20 percent or more
of the aggregate amount of the outstanding voting Common Stock of Xerox
(the date of such public announcement, the "Stock Acquisition Date", and,
such person or group, an "Acquiring Person"), and
- 10 business days (or such later date as may be determined by our Board of
Directors) following the commencement of, or the first public
announcement of the intent to commence, a tender or exchange offer by a
person or group if, upon consummation of the offer, such person or group
would be an Acquiring Person (the earlier of such dates, the
"Distribution Date"), or earlier redemption or expiration of the Rights,
the Rights will be evidenced, with respect to the shares of Common Stock
outstanding, by the certificates representing such shares and will be
transferred with and only with the Common Stock. Certificates representing
shares of Common Stock (including the shares of Common Stock offered hereby)
which are issued upon transfer, replacement or new issuance of Common Stock
prior to the Distribution Date or earlier redemption or expiration of the Rights
will contain a legend evidencing the Rights and incorporating the Rights
Agreement by reference. As soon as practicable following the Distribution Date,
separate certificates representing the Rights ("Rights Certificates") will be
mailed to holders of record of Common Stock as of the close of business on the
Distribution Date and, thereafter, such separate Rights Certificates will trade
separately and will alone evidence the Rights. The Rights are not exercisable
until the Distribution Date and will expire on April 16, 2007. Until a Right is
exercised, the holder thereof will have no rights as a shareholder of the
Company, including, without limitation, the right to vote or to receive
dividends.
When the Rights become exercisable, each Right will entitle the registered
holder thereof to purchase from Xerox, at a price of $250.00, subject to
adjustment (the "Purchase Price"), one three-hundredth of a share of Series A
Cumulative Preferred Stock. If certain types of mergers, sales of assets or
other business combinations involving Xerox occur after the Rights become
exercisable, each Right will represent the right to purchase, at the Purchase
Price, common stock of the acquiring company having a market value then equal to
twice the Purchase Price. If (i) a person or group becomes an Acquiring person
(other than pursuant to a tender or exchange offer for all outstanding shares of
Common Stock at a price and on terms approved by a majority of the members of
our Board of Directors
20
<PAGE> 22
who are not officers of Xerox or affiliates of such Acquiring Person), or (ii)
an Acquiring Person acquires Xerox in a transaction in which Xerox and the
Common Stock survive, each Right not owned by such Acquiring Person will be
converted into the right to purchase, at the Purchase Price, the number of
shares of Common Stock that at that time have a market value then equal to twice
the Purchase Price.
Our Board of Directors may, at any time on or before the earlier of (x) the
Stock Acquisition Date and (y) the date on which the Rights shall expire,
authorize the redemption of all, but not less than all, of the then outstanding
Rights at a redemption price of $.01 per Right, as adjusted under certain
specified circumstances. Any of the provisions of the Rights Agreement may be
amended by our Board of Directors before the Rights become exercisable.
Thereafter, provisions of the Rights Agreement may be amended by our Board of
Directors:
- to cure any ambiguity,
- to lengthen or shorten any time period under the Rights Agreement or
- in any other manner that will not adversely affect the interest of the
holders of the Rights (other than the Acquiring Person).
The Rights have certain "anti-takeover" effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire Xerox on
terms not approved by our Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. Generally, the
Rights should not interfere with any merger or other business combination
approved by our Board of Directors prior to the time that there is an Acquiring
Person (at which time holders of the Rights become entitled to exercise their
Rights for shares of Common Stock at one-half the market price), since until
such time the Rights generally may be redeemed by our Board of Directors at $.01
per Right.
PLAN OF DISTRIBUTION
Each Issuer may sell the Securities being offered hereby in any one or more
of the following ways:
- directly to investors,
- to investors through agents,
- to broker-dealers as principals,
- through underwriting syndicates led by one or more managing underwriters
as such Issuer may select from time to time, or
- through one or more underwriters acting alone.
If an underwriter or underwriters are utilized in the sale, the specific
managing underwriter or underwriters with respect to the offer and sale of the
offered securities are set forth on the cover of the Prospectus Supplement
relating to such offered securities and the members of the underwriting
syndicate, if any, are named in the Prospectus Supplement.
Sales of the offered securities by underwriters may be in negotiated
transactions, at a fixed offering price or at various prices determined at the
time of sale. The Prospectus Supplement describes the method of reoffering by
the underwriters. The Prospectus Supplement also describes the discounts and
commissions to be allowed or paid to the underwriters, if any, all other items
constituting underwriting compensation, the discounts and commissions to be
allowed or paid to dealers, if any, and the exchanges, if any, on which the
securities offered thereby will be listed.
Each Issuer may authorize underwriters to solicit offers by certain
institutions to purchase Securities at the price set forth in the Prospectus
Supplement pursuant to Delayed Delivery Contracts providing for payment and
delivery at a future date.
If any Securities are sold pursuant to an Underwriting Agreement, the
several underwriters will ordinarily agree, subject to the terms and conditions
set forth therein to purchase all the securities offered
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<PAGE> 23
by the accompanying Prospectus Supplement if any of such securities are
purchased. In the event of default by any underwriter, in certain circumstances,
the purchase commitments may be increased or the Underwriting Agreement may be
terminated.
Offers to purchase securities may be solicited directly by either of the
Issuers or by agents designated by either Issuer from time to time. Any such
agent, who may be deemed to be an underwriter as the term is defined in the
Securities Act of 1933 (the "Act"), involved in the offer or sale of the offered
securities in respect of which this Prospectus is delivered will be named, and
any commissions payable by either of the Issuers to such agent set forth, in a
Prospectus Supplement. Any such agent will ordinarily be acting on a best
efforts basis.
If a broker-dealer is utilized in the sale of the offered securities in
respect of which this Prospectus is delivered, the Issuers will sell such
offered securities to the dealer, as principal. The dealer may then resell such
offered securities to the public at varying prices to be determined by such
dealer at the time of resale.
Agents, broker-dealers or underwriters may be entitled under agreements
which may be entered into with an Issuer to indemnification or contribution by
that Issuer in respect of certain civil liabilities, including liabilities under
the Act, and may be customers of, engage in transactions with or perform
services for that Issuer in the ordinary course of business.
The place and time of delivery for the offered securities in respect of
which this Prospectus is delivered are set forth in the accompanying Prospectus
Supplement.
The offered securities may or may not be listed on a national securities
exchange. No assurances can be given that there will be a market for the offered
securities.
LEGAL OPINIONS
The validity of the Securities and the Guaranties to be offered by Xerox
will be passed upon for the Company by Martin S. Wagner, Esq., Associate General
Counsel, Corporate, Finance and Ventures of Xerox. The due authorization,
execution and delivery of the Securities to be offered by XCE will be passed
upon for XCE by Carole Shephard, Esq., the Company Secretary of Xerox Overseas
and a Barrister in England. Certain other legal matters in connection with the
offerings contemplated herein will be passed upon for Xerox and XCE by Martin S.
Wagner, Esq., Associate General Counsel, Corporate, Finance and Ventures of
Xerox. Certain legal matters in connection with the offerings contemplated
herein will be passed upon for the underwriters, agents or dealers, as the case
may be, by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New
York, New York. Cravath, Swaine & Moore provides various legal services to Xerox
from time to time.
EXPERTS
The consolidated financial statements and schedule of Xerox Corporation and
consolidated subsidiaries as of December 31, 1997 and 1996, and for each of the
years in the three-year period ended December 31, 1997, have been incorporated
by reference herein and elsewhere in the Registration Statement, in reliance
upon the reports set forth therein of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
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<PAGE> 24
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."
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<PAGE> 25
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> 26
<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.
(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)).
(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>
ITEM 17. UNDERTAKINGS.
The undersigned 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 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
II-3
<PAGE> 27
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> 28
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 Stamford and State of Connecticut, on the 1st 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
registration statement has been signed by the following persons in the
capacities indicated on March 1, 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> 29
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 Stamford and State of Connecticut, on the 1st 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
registration statement has been signed by the following persons in the
capacities indicated on March 1, 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> 30
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Xerox Corporation:
We consent to the use of our reports incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the Prospectus.
KPMG LLP
Stamford, Connecticut
March 1, 1999
II-7
<PAGE> 31
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> 32
<TABLE>
<S> <C> <C>
(5)(b) -- Opinion of Carole Shephard, Esq., as to the legality of the
Securities of XCE.
(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)).
(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>
<PAGE> 1
EXHIBIT 4(D)
DATED 31 OCTOBER 1997
XEROX LIMITED
- AND -
XEROX CAPITAL (EUROPE) PLC
- AND -
XEROX OVERSEAS HOLDINGS PLC
----------------------------------------------------------------
DEED OF NOVATION AND RESTATEMENT
RELATING TO A
SUBSCRIPTION AGREEMENT DATED 1 DECEMBER 1995
AS AMENDED AND RESTATED ON 18 APRIL 1997
----------------------------------------------------------------
<PAGE> 2
DEED OF NOVATION AND RESTATEMENT
THIS DEED OF NOVATION AND RESTATEMENT is made on 31 October 1997 BETWEEN:
(1) Xerox Limited ("XL");
(2) Xerox Capital (Europe) plc ("XC(E)"); and
(3) Xerox Overseas Holdings PLC ("XOH").
WHEREAS:
(A) Under the terms of a subscription agreement (the "Subscription Agreement"
dated 1 December 1995 as amended and restated on 18 April 1997 between XL
and XC(E), XL has agreed to subscribe for shares in XC(E) in certain
circumstances.
(B) In connection with the transfer of XL's shares in XC(E) to XOH, XL desires
to be released and discharged from the Subscription Agreement and XC(E) has
agreed to release and discharge XL on and with effect from the date hereof
upon the terms of XOH undertaking to perform the obligations in the
Subscription Agreement and to be bound by the terms of the Subscription
Agreement in place of XL on and with effect from the date hereof.
IT IS AGREED:
1. NOVATION OF THE SUBSCRIPTION AGREEMENT
1.1 On and with effect from the date hereof, XL and XC(E) hereby irrevocably
and unconditionally mutually release and discharge each other from any and
all obligations and liabilities under the Subscription Agreement and XC(E)
accepts the liabilities and obligations of XOH upon the Subscription
Agreement in place of the liabilities and obligations of XL and agrees to
be bound by the terms of the Subscription Agreement as if XOH were named in
the Subscription Agreement as a party in place of XL.
1.2 XOH agrees to be bound by the terms and to perform the obligations of the
Subscription Agreement in every way as if it were an original party to the
Subscription Agreement in place of XL.
2. RESTATEMENT OF THE SUBSCRIPTION AGREEMENT
The parties hereto agree that the Subscription Agreement shall be restated
in the form attached as the Schedule hereto on and with effect from the
date hereof.
3. NO OTHER TERMS
There are no other terms agreed between the parties relating to the
Subscription Agreement other than as contained in this Deed and in the
Subscription Agreement.
4. GOVERNING LAW AND JURISDICTION
This Deed shall be governed by, construed and take effect in accordance
with English law.
<PAGE> 3
- 2 -
IN WITNESS whereof this deed has been duly executed and delivered the day and
year first before written.
EXECUTED as a deed by
XEROX LIMITED
acting by
Ralph T. Orrico
Director
Carole Shephard
Secretary
EXECUTED as a deed by
XEROX CAPITAL (EUROPE) plc
acting by
David N. Maw
Director
Carole Shephard
Secretary
EXECUTED as a deed by
XEROX OVERSEAS HOLDINGS PLC
acting by
David N. Maw
Director
Carole Shephard
Secretary
<PAGE> 4
- 3 -
SCHEDULE I
Novated and Restated Subscription Agreement
The Subscription Agreement (the "Agreement"), originally made on 1 December 1995
between Xerox Limited and Xerox Capital (Europe) plc ("Xerox Capital"), has been
novated and restated on 31 October 1997 between Xerox Overseas Holdings PLC
("XOH") of Parkway, Marlow Buckinghamshire SL7 1YL and its wholly-owned UK
subsidiary, Xerox Capital of Parkway, Marlow, Buckinghamshire SL7 1YL.
The purpose of this Agreement is to set out the terms and conditions under which
XOH wishes to obligate itself to subscribe on demand by Xerox Capital for
additional ordinary shares in the share capital of Xerox Capital (the "Shares")
in return for the Xerox Capital undertakings contained herein; and
Xerox Capital wishes to obligate itself to issue the Shares upon receipt of the
consideration therefor herein provided.
NOW, THEREFORE, in consideration of the mutual covenants set forth below and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. Xerox Capital shall be permitted, at any time or times when the aggregate
par value of the ordinary share capital, together with any related share
premium, of Xerox Capital held by XOH (the "XOH Shareholding") shall be
less than an amount (the "Required Amount") equal to 25 per cent of Xerox
Capital's outstanding indebtedness (disregarding contingent liabilities)
(the difference between the Required Amount and the XOH Shareholding being
expressed in Sterling and referred to herein as the "Subscription Amount"),
to serve written demand on XOH requiring it to subscribe for additional
Shares in the value of the Subscription Amount, provided that upon the
first exercise by Xerox Capital of its right to serve written demand on XOH
hereunder the Subscription Amount shall equal the Required Amount (and
shall not be reduced by the amount of the XOH Shareholding). Each demand
shall state the Subscription Amount, giving reasonable details of how the
same is calculated, and shall be signed by two directors of Xerox Capital.
Upon the date specified in the demand (which shall be not less than two
business days thereafter) XOH shall pay the Subscription Amount in cash
(the "Subscription Date").
2. Upon payment of the Subscription Amount, Xerox Capital hereby agrees to
issue at par such number of Shares as shall be equivalent to the
Subscription Amount.
3. Xerox Capital hereby agrees to continue to act as the financing vehicle for
XOH and its subsidiaries.
4. This Agreement shall not be terminated or amended or modified in a manner
materially prejudicial to Xerox Capital at any time when Xerox Capital has
outstanding any indebtedness for borrowed money to parties other than Xerox
Corporation or entities controlled by Xerox Corporation ("Debt").
5. The parties further agree that the holders from time to time of Debt are
intended to be beneficiaries ("Third Party Beneficiaries") of this
Agreement. Such Third Party Beneficiaries will have the right, under the
terms and conditions of the Debt, to require Xerox Capital to serve on XOH
a demand requiring it to subscribe for the Share and pay the Subscription
<PAGE> 5
- 4 -
Amount, at such time as there is a default in the performance by Xerox
Capital of its obligations to pay the principal of, premium, if any, or
interest on the Debt.
6. For the purpose of determining the Subscription Amount, any outstanding
indebtedness of Xerox Capital which is not denominated in Sterling shall be
converted into Sterling at the spot exchange rate for the purchase of that
other currency with Sterling prevailing at 11:00am on the second London
business day prior to the Subscription Date.
7. This Agreement shall be binding upon, and inure to the mutual benefit of,
XOH and its successors and Xerox Capital and its successors.
8. This Agreement shall be governed by and construed in accordance with the
laws of England and Wales.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the date above written.
Signed Signed
for and on behalf of for and on behalf of
Xerox Overseas Holdings PLC Xerox Capital (Europe) plc
<PAGE> 1
EXHIBIT 5(A)
Xerox Corporation
P.O. Box 1600
800 Long Ridge Road
Stamford, CT 06904
(203) 968-3000
Office of General Counsel
Martin S. Wagner
Associate General Counsel,
Corporate, Finance and Ventures
Direct Dial: (203) 968-3457
Fax: (203) 968-3446
March 1, 1999
Xerox Corporation
P.O. Box 1600
Stamford, CT 06904-1600
Ladies and Gentlemen:
The undersigned, an attorney-at-law admitted to practice in the State of New
York, is Associate General Counsel, Corporate, Finance and Ventures of Xerox
Corporation, a New York corporation (the "Company"). As such, I am familiar with
the "universal shelf" Registration Statement on Form S-3 filed under the
Securities Act of 1933, as amended ("Registration Statement"), relating to the
proposed offering and sale from time to time by Xerox Corporation, a New York
corporation (the "Company"), and Xerox Capital (Europe) plc, organized under the
laws of England and Wales ("XCE" and collectively with the Company, the
"Issuers"), of senior debt securities ("Senior Debt Securities") and
subordinated debt securities, preferred stock, common stock (common stock and
preferred stock collectively, the "Shares") and guaranties, (collectively,
"Securities") from which the Issuers may receive an aggregate of up to
$4,000,000,000 of proceeds and which will be offered on terms to be determined
at the time of sale. Securities of XCE will be irrevocably and unconditionally
guaranteed by the Company (in such capacity, the "Guarantor") pursuant to the
Indenture referred to below (the "Guaranties"). In rendering the opinions set
forth herein, either I or other attorneys in the Office of General Counsel of
the Company who report either directly or indirectly to me have examined an
Indenture among the Issuers, Xerox Overseas Holdings Limited, the Guarantor and
Citibank, N.A., as Trustee, dated as of October 21, 1997 (the "Indenture"),
under which certain of the Senior Debt Securities are
<PAGE> 2
to be issued, the Company's Restated Certificate of Incorporation and by-laws,
each as amended to date, certain minutes of meetings of the Board of Directors
of the Company and such other documents and matters of law as have been
considered necessary or desirable in rendering the opinions set forth herein.
Based on the foregoing, it is my opinion that:
1. The Company has been duly incorporated and is validly existing in good
standing under the laws of New York.
2. The Securities, when duly authorized by appropriate corporation action and
duly executed and authenticated and/or countersigned, and when issued and
delivered against payment therefor as described in the Registration Statement
and the prospectus supplement to which they relate, will be legally issued and
validly and legally binding obligations of the applicable issuer, the Senior
Debt Securities will be entitled to the benefits of the Indenture and the Shares
will be validly issued, fully paid and non-assessable.
3. The Guaranties, when duly authorized by appropriate corporate action and
duly executed and delivered, and when the Securities to which such Guaranties
relate have been duly authorized by appropriate corporate action and duly
executed, authenticated, issued and delivered against payment therefor as
described in the Registration Statement and the prospectus supplement to which
they relate, will be the legal, valid and binding obligations of the Company and
such Guaranties, as they relate to Senior Debt Securities, will be entitled to
the benefits of the Indenture.
I am qualified to practice law in the State of New York. The opinions expressed
herein are limited to the law of the State of New York and the Federal law of
the United States.
I consent to the reference to my name under the caption "Legal Opinions" in the
Prospectus contained in the Registration Statement and to the filing of this
letter as an exhibit to the Registration Statement.
Very truly yours,
Martin S. Wagner
Associate General Counsel
Corporate, Finance and Ventures
<PAGE> 1
Exhibit 5(b)
[LETTERHEAD OF CAROLE SHEPHARD]
1 March, 1999
Xerox Capital (Europe) plc
Parkway
Marlow
Buckinghamshire SL7 1YL
Dear Sirs,
I am the Company Secretary of Xerox Overseas Holdings Limited (formerly Xerox
Overseas Holdings PLC), a private limited company incorporated under the laws of
England and Wales("Xerox Overseas"), and a Barrister in England and have acted
as English legal adviser to Xerox Capital (Europe) plc ("XCE") a public limited
company incorporated under the laws of England and Wales, in connection with the
preparation and filing under the United States Securities Act of 1933, as
amended, by XCE and Xerox Corporation ("Xerox" and, collectively with XCE, the
"Issuers") of a "universal shelf" Registration Statement on Form S-3 (the
"Registration Statement") relating to the proposed offering and sale from time
to time by the Issuers of senior debt securities ("Senior Debt Securities"),
subordinated debt securities, preferred stock, common stock and guaranties from
which the Issuers may receive up to an aggregate of $4,000,000,000 of proceeds.
Debt Securities of XCE will be issued under an Indenture among the Issuers,
Xerox Overseas, Xerox, as guarantor (the "Guarantor"), and Citibank, N.A., as
trustee, dated as of October 21, 1997 (the "Indenture"), and will be irrevocably
and unconditionally guaranteed by the Guarantor.
In rendering the opinions set forth herein, I have examined (i) the Prospectus
filed as part of the Registration Statement (the "Prospectus"), (ii) the
Indenture, (iii) the form of Selling Agency Agreement filed as an exhibit to the
Registration Statement (the "Selling Agency Agreement"), (iv) The Deed of
Novation and Restatement dated 31 October 1997 between Xerox Limited ("XL"), XCE
and Xerox Overseas wherein the Subscription Agreement dated 1 December 1995, as
amended, between XL and XCE was novated and restated between Xerox Overseas and
XCE ("Novated and Restated Subscription Agreement" and, collectively with the
Indenture and the Selling Agency Agreement, the "Relevant Agreements"), (v) the
Memorandum and Articles of Association of XCE as amended to date and (vi)
certain minutes of meetings of the Boards of Directors of XCE, Xerox Overseas
and XL. In addition, I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such other agreements, instruments,
certificates of public officials and corporate officers of XCE, Xerox Overseas
and XL and such other documents, certificates, records, authorizations and
<PAGE> 2
proceedings as I deemed requisite to enable me to express the opinions
hereinafter set forth.
This opinion is limited to English law as presently applied by the English
courts and is given on the basis that it will be governed by and construed in
accordance with English law. I have made no investigation of the laws of any
jurisdiction other than England and neither express nor imply any opinion as to
any other laws and in particular the laws of the State of New York and the
United States of America.
Based upon the foregoing, it is my opinion that:
1. XCE has been duly incorporated and is validly existing as a public limited
company under English law with power and authority to conduct the business
carried on by it as described in the Prospectus; and Xerox Overseas has been
duly incorporated and is validly existing as a private limited company under
English law with power and authority to carry on the business carried on by it
as described in its Memorandum and Articles of Association;
2. XCE has the corporate power to execute and deliver the Relevant Agreements
and perform its obligations thereunder, to issue and deliver against payment
therefor as described in the Prospectus the Senior Debt Securities and perform
its obligations thereunder, and to submit to the jurisdiction of any United
States or New York State court in the Borough of Manhattan, The City of New
York, New York and to appoint Xerox as its respective authorised agent for the
purposes and to the extent described in the Indenture;
3. The Senior Debt Securities, when duly authorized by appropriate corporate
action and duly executed and authenticated and when issued against payment
therefor as described in the Registration Statement and a prospectus
supplement, will constitute valid and binding obligations at XCE, enforceable,
insofar as English law is concerned, against XCE and such Senior Debt
Securities will be entitled to the benefits of the Indenture; and
4. The Novated and Restated Subscription Agreement has been duly authorised,
executed and delivered by the parties thereto and constitutes valid and binding
obligations of each such party, enforceable against it in accordance with its
terms.
The expression "enforceable" as used in paragraphs 3 and 4 above means that the
obligations of each of XCE, Xerox Overseas and XL created by the Relevant
Agreements and, in the case of XCE, the Senior Debt Securities, to which it is a
party are of a type which English courts enforce. It does not mean that those
obligations will
<PAGE> 3
necessarily be enforced in all circumstances in accordance with their terms.
In particular (without limitation):
(i) enforcement may be limited by applicable bankruptcy, insolvency,
liquidation, reorganisation and other laws or principles of equity or public
policy from time to time in force, in each case affecting the rights of
creditors generally;
(ii) the power of a court to order certain equitable remedies, such as an
injunction or specific performance, is discretionary and an English court may in
its discretion make an award of damages where this is considered an adequate
remedy;
(iii) enforcement of obligations may become time barred by statute or may be or
become subject to defences of set-off or counter-claim depending on the
circumstances;
(iv) where obligations are to be performed or observed in jurisdictions outside
England and Wales, or by a person subject to the laws of a jurisdiction outside
England and Wales, they may not be enforceable under English law to the extent
that performance or observance would be illegal or contrary to public policy
under the laws of any such jurisdiction or by virtue of any international treaty
to which England is a party; and
(v) any person who is not a party to an agreement may not be able to enforce any
provisions of that agreement which are expressed to be for the benefit of that
person.
I consent to the reference to my name under the caption "Legal Opinions" in the
Prospectus and to the filing of this letter as an exhibit to the Registration
Statement.
Yours faithfully
CAROLE SHEPHARD
Company Secretary and Barrister
<PAGE> 1
EXHIBIT 12
XEROX CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Year ended
December 31,
(In millions) 1998* 1997 1996 1995 1994
----------------------------------------------
<S> <C> <C> <C> <C> <C>
Fixed charges:
Interest expense $748 $ 617 $ 592 $ 603 $ 520
Rental expense 145 140 140 142 170
----------------------------------------------
Total fixed charges
before capitalized
interest and preferred
stock dividends of
subsidiaries 893 757 732 745 690
Preferred stock dividends
of subsidiaries 55 50 -- -- --
Capitalized interest -- -- -- -- 2
----------------------------------------------
Total fixed charges 948 807 732 745 692
----------------------------------------------
Preferred stock dividends 56 57 59 64 78
----------------------------------------------
Combined fixed charges
and preferred dividends $1,064 $864 $791 $809 $770
==============================================
Earnings available for
fixed charges:
Earnings** $ 837 $2,268 $2,067 $1,980 $1,602
Less undistributed
income in minority
owned companies (27) (84) (84) (90) (54)
Add fixed charges before
capitalized interest
and preferred stock
dividends of
subsidiaries 893 757 732 745 690
----------------------------------------------
Total earnings
available for
fixed charges $1,703 $2,941 $2,715 $2,635 $2,238
==============================================
Ratio of earnings to
fixed charges(1)(2) 1.80 3.64 3.71 3.54 3.23
==============================================
Ratio or earnings to
combined fixed charges
and preferred
dividends(3) 1.70*** 3.40 3.43 3.26 2.91
==============================================
</TABLE>
(1) The ratio of earnings to fixed charges has been computed based on the
Company's continuing operations by dividing total earnings available for
fixed charges, excluding capitalized interest and preferred stock dividends
of subsidiaries, by total fixed charges. Fixed charges consist of interest,
including capitalized interest and preferred stock dividends of
subsidiaries, and one-third of rent expense as representative of the
interest portion of rentals. Debt has been assigned to discontinued
operations based on historical levels assigned to the businesses when they
were continuing operations, adjusted for subsequent paydowns. Discontinued
operations consist of the Company's Insurance, Other Financial Services,
and Third Party Financing and Real Estate businesses.
(2) The Company's ratio of earnings to fixed charges includes the effect of the
Company's finance subsidiaries, which primarily finance Xerox equipment.
Financing businesses are more highly leveraged and, therefore, tend to
operate at lower earnings to fixed charges ratio levels than do
non-financial businesses.
(3) The ratio of earnings to combined fixed charges and preferred dividends has
been computed upon earnings divided by fixed charges and preferred stock
dividend requirements for the periods indicated.
* Excluding the effects of the charges recorded in connection with the 1998
restructuring plan, the ratio of earnings to fixed charges would be 3.55.
** Sum of "Income before Income Taxes, Equity Income and Minorities'
Interests" and "Equity in Net Income of Unconsolidated Affiliates."
*** Excluding the effects of the charges recorded in connection with the 1998
restructuring plan, the ratio of earnings to combined fixed charges and
preferred dividends would be 3.35.
<PAGE> 1
EXHIBIT 24(a)
CERTIFICATE
I, Martin S. Wagner, Assistant Secretary of Xerox Corporation, a New
York corporation (the "Company"), DO HEREBY CERTIFY that Exhibit A is a true
and correct copy of a resolution duly adopted at a meeting of the Board of
Directors of the Company duly held and convened on February 1, 1999, at which
meeting a duly constituted quorum of the Board of Directors was present and
acting throughout and that such resolution has not been modified, rescinded or
revoked and is at present in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Certificate and
affixed the corporate seal of the Company hereto this 1st day of March, 1999.
MARTIN S. WAGNER
----------------------
MARTIN S. WAGNER
ASSISTANT SECRETARY
------------------
EXHIBIT A
RESOLVED: that each officer and director of the Company who may be
required to execute the Registration Statement or any amendment thereto be and
hereby is authorized to execute a power of attorney appointing E. M. Filter,
G.R. Roth, D. H. Marshall and M. S. Wagner, and each of them, as true and lawful
attorneys and agents to execute in his or her name, place and stead (in any
such capacity) the Registration Statements and any and all amendments thereto,
and any and all documents in connection therewith, and to file the same, in
electronic or paper form, with the Commission, each of said attorneys and
agents to have power to act with or without the other and to have the full
power and authority to do and perform in the name and on behalf of each of said
officers and directors, or both, as the case may be, every act whatsoever
necessary or advisable to be done in the premises as fully and to all intents
and purposes as any such officer or director might or could do in person.
<PAGE> 1
EXHIBIT 24(B)
CERTIFICATE
I, Carole Shephard, Company Secretary of Xerox Capital (Europe) plc ("Xerox
Capital"), DO HEREBY CERTIFY that Exhibit A is a true and correct copy of
resolutions duly adopted at meetings of the Board of Directors of Xerox Capital
duly held and convened on February 26, 1999, and that such resolutions have not
been modified, rescinded or revoked and are at present in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this 1st
day of March, 1999.
CAROLE SHEPHARD
CAROLE SHEPHARD
COMPANY SECRETARY
---------------------
EXHIBIT A
XEROX CAPITAL (EUROPE) PLC
RESOLVED: that each officer and director of the Company who may be required
to execute the Registration Statements or any amendment thereto (whether on
behalf of the Company or as an officer or director thereof) be and hereby is
authorized to execute a power of attorney appointing E. M. Filter, G.R. Roth,
D.H. Marshall and M. S. Wagner, and each of them, as true and lawful attorneys
and agents to execute in his or her name, place and stead (in any such capacity)
the Registration Statements and any and all amendments thereto, and any and all
documents in connection therewith, and to file the same, in electronic or paper
form, with the SEC, each of said attorneys and agents to have power to act with
or without the other and to have the full power and authority to do and perform
in the name and on behalf of each of said officers and directors, or both, as
the case may be, every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any such officer or
director might or could do in person.
<PAGE> 1
Exhibit (24)(c)
POWER OF ATTORNEY
Xerox Corporation (the "Company") and each person whose signature appears
below hereby authorized each of E. M. Filter, G. R. Roth, D. H. Marshall and
M.S. Wagner (each an "appointee") to file, either in paper or electronic form,
one or more registration statements and amendments thereto (including
post-effective amendments), under the Securities Act of 1993, as amended; for
the purpose of registering the offering and sale of an unlimited amount of
securities of the Company (including, but not limited to, debt securities and
preferred stock), other than common stock of the Company except to the extent
necessary to satisfy the conversion, exchange and/or redemption provisions of
such securities, which registration statements and amendments shall contain such
information and exhibits as any such appointee deems appropriate. Each such
person hereby appoints each appointee as attorney-in-fact, with full power to
act alone, to execute any such registration statements and any and all
amendments thereto and any and all other documents in connection therewith, in
the name of and on behalf of the Company and each such person, individually and
in each capacity state below, to enter electronically such company
identification numbers, passwords and other information as may be required to
effect such filing as prescribed under the rules and regulations of the
Securities and Exchange Commission (the "SEC"), and to file, either in paper or
electronic form, with the SEC a form of this Power of Attorney. Each such person
individually and in such capacities stated below hereby grants to said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing as the
undersigned could do personally or in the capacities as aforesaid.
XEROX CORPORATION
Dated as of February 18, 1999 By: /s/ PAUL A. ALLAIRE
---------------------------------
Paul A. Allaire
Chairman of the Board and
Chief Executive Officer
Chairman of the Board, Chief Executive Officer and
/s/ PAUL A. ALLAIRE Director (Principal Executive Officer)
- ----------------------
(Paul A. Allaire)
Executive Vice President and Chief Financial Officer
/s/ BARRY D. ROMERIL (Principal Financial Officer)
- ----------------------
(Barry D. Romeril)
Vice President and Controller
/s/ PHILIP D. FISHBACH (Principal Accounting Officer)
- ----------------------
(Philip D. Fishbach)
<PAGE> 2
2
/s/ B.R. INMAN /s/ N.J. NICHOLAS, JR.
- --------------------------- Director -------------------------- Director
(B.R. Inman) (N.J. Nicholas, Jr.)
/s/ ANTONIA AX:SON JOHNSON /s/ JOHN E. PEPPER
- --------------------------- Director -------------------------- Director
(Antonia Ax:son Johnson) (John E. Pepper)
/s/ VERNON E. JORDAN, JR. /s/ PATRICIA F. RUSSO
- --------------------------- Director -------------------------- Director
(Vernon E. Jordan, Jr.) (Patricia F. Russo)
/s/ YOTARO KOBAYASHI /s/ MARTHA R. SEGER
- --------------------------- Director -------------------------- Director
(Yotaro Kobayashi) (Martha R. Seger)
/s/ HILMAR KOPPER /s/ THOMAS C. THEOBALD
- --------------------------- Director -------------------------- Director
(Hilmar Kopper) (Thomas C. Theobald)
/s/ RALPH S. LARSEN /s/ G. RICHARD THOMAN
- --------------------------- Director -------------------------- Director
(Ralph S. Larsen) (G. Richard Thoman)
<PAGE> 1
EXHIBIT 24(d)
POWER OF ATTORNEY
Xerox Capital (Europe) plc (the "Company") and each person whose signature
appears below authorize each of Eunice M. Filter, George R. Roth, Douglas H.
Marshall and Martin S. Wagner (each an "appointee") to file, either in paper or
electronic form, from time to time one or more registration statements and
amendments thereto (including post-effective amendments), under the Securities
Act of 1933, as amended, for the purpose of registering the offering and sale of
an unlimited amount of debt securities of the Company, which registration
statements and amendments shall contain such information and exhibits as any
such appointee deems advisable. Each such person hereby appoints each appointee
as attorney- in-fact, with full power to act alone, to execute any such
registration statements and any and all amendments thereto and any and all other
documents in connection therewith, in the name of and on behalf of the Company
and each such person, individually and in each capacity stated below, including
the power to enter electronically such company identification numbers, passwords
and other information as may be required to effect such filing as prescribed
under the rules and regulations of the Securities and Exchange Commission (the
"SEC"), and to file, either in paper or electronic form, with the SEC a form of
this Power of Attorney. Each such person individually and in such capacities
stated below hereby grants to said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
that said attorney or attorneys may deem necessary or advisable to carry out
fully the intent of the foregoing as the undersigned could do personally or in
the capacities as aforesaid.
EXECUTED AS A DEED BY XEROX CAPITAL (EUROPE) PLC ACTING BY
Dated as of 26 February, 1999 By: /s/ P. H. PONCHON
------------------------------------
P. H. Ponchon
Director
/s/ D. N. MAW
------------------------------------
D. N. Maw
Director
<TABLE>
<S> <C>
/s/ W. R. GOODE Director
- ----------------------------------- (Principal Executive)
(W. R. Goode)
/s/ P. H. PONCHON Director
- ----------------------------------- (Principal Financial and Accounting Officer)
(P. H. Ponchon)
/s/ D. N. MAW Director
- -----------------------------------
(D. N. Maw)
/s/ E. M. FILTER Director
- -----------------------------------
(E. M. Filter)
</TABLE>
<PAGE> 1
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)
--------------------------------------------------------
XEROX CORPORATION
(Exact name of obligor as specified in its charter)
New York 16-0468020
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
P.O. Box 1600
Stamford, Connecticut 06904
(Address of principal executive offices) (Zip Code)
---------------------------------------------------------
XEROX CAPITAL (EUROPE) PLC
(Exact name of obligor as specified in its charter)
United Kingdom N/A
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Parkway
Marlow
Buckinghamshire England SL7 1YL
(Address of principal executive offices) (Zip Code)
----------------------------------------------------------
Debt Securities
(Title of the indenture securities)
<PAGE> 2
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
33 Liberty Street
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.
List below all exhibits filed as a part of this Statement of
Eligibility.
Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as exhibits
hereto.
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)
<PAGE> 3
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, 1998 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 26th day
of February, 1999.
CITIBANK, N.A.
By /s/Wafaa Orfy
------------------------
Wafaa Orfy
Senior Trust Officer
<PAGE> 4
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, 1998 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 26th day
of February, 1999.
CITIBANK, N.A.
By ________________________
Wafaa Orfy
Senior Trust Officer
<PAGE> 5
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,
1998, 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
<TABLE>
<CAPTION>
Thousands
of dollars
<S> <C> <C>
Cash and balances due from depository
institutions:
Noninterest-bearing balances
and currency and coin ............................. $ 8,052,000
Interest-bearing balances ......................... 15,782,000
Held-to-maturity securities ............................... 0
Available-for-sale securities ............................. 37,330,000
Federal funds sold and securities purchased
under agreements to resell ........................ 8,039,000
Loans and lease financing
receivables:
Loans and Leases, net of unearned income .......... $182,508,000
LESS: Allowance for loan and
lease losses .................... 4,709,000
---------
Loans and leases, net of unearned income,
allowance, and reserve ............................ $177,799,000
Trading assets ............................................ 31,683,000
Premises and fixed assets (including capitalized
leases) ........................................... 4,022,000
Other real estate owned ................................... 458,000
Investments in unconsolidated subsidiaries and
associated companies .............................. 1,154,000
Customers' liability to this bank
on acceptances outstanding ........................ 1,281,000
Intangible assets ......................................... 3,504,000
Other assets .............................................. 11,791,000
------------
TOTAL ASSETS .............................................. $300,895,000
============
</TABLE>
LIABILITIES
<TABLE>
Deposits:
<S> <C> <C>
In domestic offices ................................. $ 39,355,000
Noninterest-bearing ............. $ 13,199,000
Interest-bearing ................ 26,156,000
------------
In foreign offices, Edge and Agreement
subsidiaries, and IBFs ............................ 163,573,000
Noninterest-bearing ............. 10,803,000
Interest-bearing ................ 152,770,000
------------
Federal funds purchased and securities sold
under agreements to repurchase .................... 9,752,000
Trading liabilities ....................................... 30,753,000
Other borrowed money (includes mortgage
indebtedness and obligations
under capitalized leases):
With a remaining maturity of one
year or less ...................................... 13,308,000
With a remaining maturity of more
than one year through three years ................. 1,528,000
With a remaining maturity of more
than three years .................................. 2,110,000
Bank's liability on acceptances executed and
outstanding ....................................... 1,382,000
Subordinated notes and debentures ......................... 6,600,000
Other liabilities ......................................... 12,802,000
------------
TOTAL LIABILITIES ......................................... $281,163,000
============
</TABLE>
EQUITY CAPITAL
<TABLE>
<S> <C>
Perpetual preferred stock and related
surplus .......................................... 0
Common stock ............................................. $ 751,000
Surplus .................................................. 9,397,000
Undivided profits and capital reserves.................... 10,356,000
Net unrealized holding gains (losses)
on available-for-sale securities ................. (113,000)
Cumulative foreign currency
translation adjustments .......................... (659,000)
-------------
TOTAL EQUITY CAPITAL ..................................... $ 19,732,000
=============
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK, AND EQUITY CAPITAL ........................ $ 300,895,000
=============
</TABLE>
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
CONTROLLER
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.
PAUL J. COLLINS
JOHN S. REED
WILLIAM R. RHODES
DIRECTORS
