<PAGE>
FILED PURSUANT TO RULE 424 (B) (5):
FILE NO. 33-65293
PRICING SUPPLEMENT NO. 14 DATED NOVEMBER 10, 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: November 16, 1999
PRINCIPAL AMOUNT: $10,000,000.00
BOOK ENTRY: DTC CUSIP# 98413T DQ 1
CERTIFICATED: N/A
INTEREST RATE (IF FIXED RATE): 7.70%
STATED MATURITY: November 2, 2004
ISSUE PRICE (AS A PERCENTAGE OF PRINCIPAL AMOUNT): N/A
SELLING AGENT'S COMMISSION (%): .500%
PURCHASING AGENT'S DISCOUNT OR COMMISSION (%): N/A
NET PROCEEDS TO THE COMPANY (%): $9,950,000.00
INITIAL REDEMPTION DATE (IF ANY): N/A
REDEMPTION PRICES: N/A
INTEREST PAYMENT DATES: January 15 and July 15
REGULAR RECORD DATES: January 1 and July 1
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FLOATING RATE NOTES:
INTEREST RATE BASIS (IF FLOATING):
COMMERCIAL PAPER
----------
PRIME RATE
----------
LIBOR
----------
TREASURY RATE
----------
CD RATE
----------
FEDERAL FUNDS RATE
----------
OTHER
----------
INDEX MATURITY:
SPREAD:
SPREAD MULTIPLIER:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST RESET DATE:
INITIAL INTEREST RATE:
INTEREST DETERMINATION DATE (S):
CALCULATION DATE (S):
CALCULATION AGENT:
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, 2001, WITH
FINAL MATURITY OF THE TERM PERIOD ON JUNE 30, 2006. THE CURRENT
INTEREST RATE ON BORROWINGS TO BE REPAID IS 5.63%. 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.
