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Filed pursuant to Rule 424 (b) (5):
File No. 33-65293
Pricing Supplement No. 12 dated June 1, 1999 (to Prospectus Supplement
dated May 19, 1997 and Prospectus dated May 19, 1997).
XTRA, Inc.
Series C Medium-Term Notes
Due From 9 Months to 30 Years
From Date of Issue
Guaranteed as to Payment
of Principal, Premium,
if any, and Interest by
XTRA Corporation
--------------------------------
Original Issue Date: June 4, 1999
Principal amount: $10,000,000.00
Book Entry: DTC CUSIP# 98413T DN 8
Certificated: N/A
Interest Rate (if fixed rate): N/A
Stated Maturity: June 4, 2002
Issue price (as a percentage of principal amount): 99.65
Selling Agent's commission (%): .35%
Purchasing Agent's discount or commission (%): N/A
Net Proceeds to the Company (%): $9,965,000.00
Initial Redemption Date (if any): 6/4/02
Redemption Prices: 100.00
Interest Payment Dates: Monthly on the 4th day of each month
Regular Record Dates: 15 days prior to the Interest Payment Date
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Floating Rate Notes:
Interest Rate basis (if floating):
____ Commercial Paper
____ Prime Rate
X LIBOR (TELE 3750)
----
____ Treasury Rate
____ CD Rate
____ Federal Funds Rate
____ Other
Index Maturity: 1 Month
Spread: 61 basis points
Spread Multiplier: N/A
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Interest Reset Date: Monthly on the 4th day of each month
Initial Interest Rate: 5.565% (to be used for the Initial Interest
Payment due July 4, 1999)
Interest Determination Date (s): 2 London/NY business days prior to the
Interest Reset Date
Calculation Date (s): Same as Interest Determination Date
Calculation Agent: State Street Bank
Use of Proceeds:
The proceeds of the Note will be used to repay in part outstanding
short-term commercial paper obligations, supported by a Revolving
Credit and Term Loan Agreement with Bank of America, National Trust
and Savings Association, as Agent. The maturity date of the revolving
period under the Revolving Credit Agreement is June 30, 1999, with
final maturity of the term period on June 30, 2004. The current
interest rate on borrowings to be repaid is 5.05%. Borrowings being
repaid will be used to finance capital expenditures and general
working capital needs.
Clarification:
The Second Supplemental Indenture referred to in the Prospectus
Supplement dated as of May 19, 1997 among XTRA, Inc., XTRA
Corporation, as Guarantor, and State Street Bank and Trust Company, as
Trustee, is dated as of May 16, 1997.
