As filed pursuant to Rule 424(b)(3)
Registration No. 333-73173
Pricing Supplement No. 1050 dated June 14, 1999
(To Prospectus dated March 11, 1999 and
Prospectus Supplement dated March 25, 1999)
XEROX CORPORATION
Medium-Term Notes, Series F
Due Nine Months or More From Date of Issue
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GENERAL
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Principal Amount: $500,000,000
Issue Price: $500,000,000 (100% of Principal Amount)
(see below under "Agent")
Agent's Discount or Commission: None (see below under "Agent")
Net proceeds to Company: $500,000,000 (100% of Principal Amount)
Original Issue Date (Settlement Date): June 17, 1999
Maturity Date: July 14, 2000
Agent: Goldman, Sachs & Co. ("GSCO").
GSCO has purchased the Notes as principal in this transaction
for resale to one or more investors or other purchasers at
varying prices related to prevailing market conditions at the
time or times of resale as determined by GSCO.
Form: /X/ Book Entry / / Certificated
Specified Currency: U.S. dollars
Authorized Denominations: $1,000
Integral Multiples in excess thereof: $1,000
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INTEREST
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/x/ Fixed Rate Note
The rate of interest on this Note will be 5.635% per annum.
Interest on this Note will be calculated on an actual/360 basis
and will be payable at Maturity, subject to adjustment in accordance
with the Following Business Day Convention (as defined in the 1991
ISDA Definitions, as published by the International Swaps and
Derivatives Association, Inc.), and the Regular Record Date will be
the date on which such interest is payable.
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EARLY REDEMPTION AND/OR REPAYMENT; OPTIONAL EXTENSION
OF MATURITY DATE AND RESETS; AND PAYMENT CURRENCY
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Early redemption at Company's option:
/X/ No / / Yes (see below)
Early repayment at Holder's option:
/X/ No / / Yes (see below)
Option to extend Maturity Date:
/X/ No / / Yes (see below)
Option to reset interest rate:
/X/ No / / Yes
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ATTACHMENT
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This Note is an Original Issue Discount Note. Holders of Original
Issue Discount Notes having maturities in excess of one year are
required to include original issue discount in income before the
receipt of cash attributable to such income (whether such holders
are on the cash or accrual method), with the result that the
inclusion of interest in income for Federal income tax purposes
may vary from the receipt of interest on such notes, generally
accelerating income for cash method holders. For detailed
discussions regarding Original Issue Discount Notes, see "United
States Taxation--United States Persons--Original Issue Discount"
in the accompanying Prospectus Supplement.
