Rule 424(b)(3)
File No. 33-39838
Amendment No. 1 to Pricing Supplement No. 0126 Dated: November 9, 1994
(To Prospectus dated July 22, 1993 and
Prospectus Supplement dated July 30, 1993)
XEROX CREDIT CORPORATION
Medium-Term Notes, Series C
Due From Nine Months to Thirty Years From Date of Issue
______________________________________________________________________________
General
______________________________________________________________________________
Principal Amount: $25,000,000
Issue Price: 100% of Principal Amount
Proceeds to Company: $24,937,500
Original Issue Date: November 25, 1994
Maturity Date: November 25, 1996
Agent(s): Goldman, Sachs & Co.
Agent's Discount or Commission: 0.25% of Principal Amount
Agent's capacity: / / As Agent /X/ As Principal (see below)
If as Principal:
/ / The Notes are being offered at varying prices related to
prevailing market prices at the time of resale.
/X/ The Notes are being offered at a fixed initial public offering
price of 100% of Principal Amount.
Form: /X/ Book Entry / / Certificated
Authorized Denominations: $25,000,000.00
Integral Multiples in excess thereof:
Specified Currency (if other than U.S. dollars, see Attachment): U.S. dollars
Option to Elect Payment in Specified Currency: / / Yes / / No
(Applicable only if Specified Currency is other than U.S. dollars)
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Interest
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Interest Rate:
/X/ Floating Rate (see Base Rate specified below)
Base Rate(s):
/ / Commercial Paper Rate / / Federal Funds Rate
/ / CD Rate /X/ LIBOR (see below)
/ / Treasury Rate / / Prime Rate
/ / Other (see Attachment)
Initial Interest Rate: 6.39375% per annum
Interest Payment Date(s): the 25th day of each February, May,
August and November of each year, commencing February 25, 1995.
Interest Reset Period: Quarterly.
Interest Reset Date(s): the 25th day of each February, May, August
and November of each year, commencing February 25, 1995, whether
or not such day is a Business Day.
Spread (+/-):
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate:
Index Maturity: 3-month LIBOR
Other provisions:
(I) The interest rate applicable to each day of each Interest
Reset Period (A) from and including February 25, 1995 to but
excluding November 25, 1995 will be the multiple of (i) LIBOR in
effect on the Interest Reset Date pertaining to such Interest
Reset Period, times (ii) 110%; (B) from and including November
25, 1995 to but excluding the Maturity Date (each such Interest
Reset Period during such period, a "Range Factor Interest Reset
Period") will be the multiple of (i) the sum of (x) LIBOR in
effect on the Interest Reset Date pertaining to such Range
Factor Interest Reset Period, plus (y) 0.65%, times (ii) the
Range Factor (as defined below), subject, however, in the case
of clause (B), to the Minimum Interest Rate of 3.00% per annum.
The term "Range Factor", with respect to each Range Factor
Interest Reset Period, means the multiple of (A) the number of
consecutive days from and including the first day of such Range
Factor Interest Reset Period to but excluding the earlier to
occur of (i) the first day during such Range Factor Interest
Reset Period on which Daily LIBOR (as defined below) shall be
less than or greater than the Range (as defined below) and (ii)
the last day of such Range Factor Interest Reset Period, divided
by (B) the total number of such days in such Range Factor
Interest Reset Period.
The term "Daily LIBOR" with respect to each London Banking Day
of each Range Factor Interest Reset Period means LIBOR having an
Index Maturity of three months which appears on the "Telerate
Page 3747" as of 11:00 a.m., London time, on such London Banking
Day, as determined by the Calculation Agent; provided, however,
that Daily LIBOR on a day which is not a London Banking Day will
be Daily LIBOR in effect on the most recent preceding London
Banking Day; provided further, that Daily LIBOR for each day
during the period from the fifth Business Day prior to each of
February 25, 1996, May 25, 1996, August 25, 1996 or the Maturity
Date, as the case may be, but excluding each such Interest
Payment Date or the Maturity Date, as the case may be, shall be
Daily LIBOR in effect on the fifth Business Day prior to each
such Interest Payment Date or the Maturity Date, as the case may
be. "Telerate Page 3747" means page 3747 or such other page as
may replace page 3747 on the Dow Jones Telerate Service for the
purpose of displaying London interbank offered rates of major
banks.
The term "Range" with respect to a Range Factor Interest Reset
Period means the range of LIBOR that is one percent (1.00%)
wide (including the endpoints) selected by the holder of the
Note for such Range Factor Interest Reset Period in accordance
with the provisions set forth below.
The amount of interest payable on each Interest Payment Date
or the Maturity Date during the term of the Note will be the
amount of interest accrued from and including the Original
Issue Date or from and including the last Interest Payment
Date to which interest has been paid to but excluding such
Interest Payment Date or the Maturity Date, as the case may be.
(II) By not later than 2 p.m. (New York City time), five
Business Days (the "Range Selection Date") prior to the first
day of each Range Factor Interest Reset Period starting with
the Range Factor Interest Reset Period that commences with
November 25, 1995, the holder of the Note shall, upon oral,
which may be telephonic, notice (shortly thereafter confirmed
by fax) (the "Notice of Selection"), to the Trustee at the
Trustee Inquiries (as defined below), select the Range for
such Range Factor Interest Reset Period. Such Notice of
Selection shall be irrevocable. Promptly after receipt thereof
but in any event by not later than 5:00 p.m. (New York City
time) on the New York City Business Day, whether or not such
day is also a London Banking Day, following the Range Selection
Date (the "Calculation Agent Notification Date"), the Trustee
will deliver, orally, which may be by telephone (shortly
thereafter confirmed by fax), the Notice of Selection to the
Calculation Agent (as defined below) at the GSCM Inquiries (as
defined below).
In the event that the Trustee fails to notify the Calculation
Agent by 5:00 p.m. (New York City time) on the day that is four
Business Days prior to the first day of each Range Factor
Interest Reset Period, the Range for such Range Factor Interest
Reset Period will be calculated with reference to the 3-month
LIBOR, as determined by the Calculation Agent at approximately
11:00 a.m. (London time) on the fifth Business Day prior to the
first day of each Range Factor Interest Reset Period, using
Telerate Page 3750 (the "Default LIBOR"), and the Range shall
consist of the Default LIBOR minus 50 basis points to the
Default LIBOR plus 50 basis points. The Calculation Agent shall
be entitled to rely upon any notification from the Trustee of the
Range as being accurate and payment of the interest hereunder
shall be based upon such notification, notwithstanding the fact
that such notification, or the lack thereof, was not correctly
and timely conveyed to the Calculation Agent by the Trustee.
The term "Trustee Inquiries" shall mean Sharon Nixon, Citibank,
N.A., Telephone No. 212-657-0862, Fax No. 212-825-3483.
The term "GSCM Inquiries" shall mean James T. Galvin/Heidi
Solomon, Goldman Sachs Capital Markets, L.P., Telephone No.
212-902-1000, Fax No. 212-902-0996.
The term "Business Day" means any day, other than a Saturday or
Sunday, that meets each of the following requirements:
the day is (a) not a day on which banking institutions are
authorized or required by law or regulation to be closed in The
City of New York, and (b) also a London Banking Day. "London
Banking Day" means any day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market.
The Calculation Agent will be Goldman Sachs Capital Markets,
L.P.
(III) Capitalized terms used and not otherwise defined herein
have the meanings given to such terms in the Company's
Prospectus Supplement dated July 30, 1993 to Prospectus dated
July 22, 1993 relating to the Company's Medium-Term Notes,
Series C Due from Nine Months to Thirty Years from Date of
Issue, in the aggregate principal amount of U.S.$650,000,000
or the equivalent in foreign currencies or currency units.
/ / Fixed Rate of:
(Applicable only if Notes are not Zero-Coupon Notes or
Amortizing Notes)
/ / Amortizing Notes:
Scheduled repayment amounts and dates in respect of the
principal and interest:
/ / Currency Indexed Notes:
Interest Rate:
Interest Payment Date(s):
Denominated Currency:
Indexed Currency or Currencies:
Face Amount:
Base Exchange Rate:
Principal Amount Determination Formula:
Other provisions:
/ / Other Indexed Notes:
Face Amount:
Interest Payment Date(s):
Principal Amount Determination Formula:
Designated Index or Indices:
Other provisions:
Optional Resets:
Option to reset interest rate: / / No / / Yes (See Attachment)
(Applicable only if the Notes are Fixed Rate Notes)
Option to reset the Spread and/or Spread Multiplier:
(Applicable only if the Notes are Floating Rate Notes)
/X/ No / / Yes (See Attachment)
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Redemption
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/X/ The Company cannot elect to redeem the Notes prior to the Maturity
Date.
/ / The Company may elect to redeem the Notes prior to the Maturity
Date (see below).
Initial Redemption Date:
Redemption Date(s):
The Redemption Price shall initially be % of the
principal amount of the Note to be redeemed and shall decline
at each anniversary of the Initial Redemption Date by
% of the principal amount to be redeemed until
the Redemption Price is 100% of such principal amount.
Other provisions:
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Early Repayment
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/X/ The Holder cannot elect to have the Notes repaid prior to the
Maturity Date
/ / The Holder may elect to have the Notes repaid prior to the
Maturity Date (see below).
Initial Redemption Date:
Repayment Date(s):
The Repayment Price shall initially be % of the
principal amount of the Note to be repaid and shall decline at
each anniversary of the Initial Repayment Date by %
of the principal amount to be repaid until the Repayment Price
is 100% of such principal amount.
Other provisions:
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Extension of Maturity
______________________________________________________________________________
Extension of Maturity Date by the Company:
/X/ The Maturity Date of the Notes cannot be extended by the Company
/ / The Maturity Date of the Notes may be extended by the Company
(see below)
Date(s) on which the Maturity Date may be extended by the Company:
Final Maturity Date:
Other provisions:
Extension of Maturity Date by the Holder:
/X/ The Maturity Date of the Notes cannot be extended by the Holder.
/ / The Maturity Date of the Notes may be extended by the Holder
(see below).
Date(s) on which the Maturity Date may be extended by the Holder:
Final Maturity Date:
Date(s) by which the Holder's Extension Notice must be received
by the Trustee:
Other provisions:
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Original Issue Discount
______________________________________________________________________________
Discount Note: /X/ No / / Yes (see below)
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
Provisions relating to types of funds for payment:
/ / None / / Yes (see Attachment)
______________________________________________________________________________
Attachment
______________________________________________________________________________
UNITED STATES TAXATION
The following summary of the principal Unites States federal income tax
consequences of the ownership of Notes addresses only Holders who are United
States persons (as defined in the Prospectus Supplement under the heading
"United States Taxation"), who are initial purchasers and who hold Notes as
capital assets, and does not address special classes of Holders, such as
dealers in securities or currencies, banks, tax-exempt organizations, life
insurance companies, investors that hold Notes that are a hedge or hedged
against interest rate, security price or currency risks or as part of a
straddle or "conversion transaction", or United States Holders whose
functional currency is not the U.S. dollar.
This summary supplements, and to the extent inconsistent therewith
replaces, the discussion set forth in the Prospectus Supplement under the
heading "United States Taxation", to which discussion reference is hereby
made. Terms used and not defined herein but defined in the Prospectus
Supplement are used herein as therein defined. Prospective purchasers of
the Notes should consult with their own tax advisors concerning the tax
consequences, in their particular circumstances, of the ownership of Notes.
Under the Code, interest on the Notes will be taxable to a Holder who
is a United States person when it is received or accrued, depending on the
Holder's method of accounting for federal income tax purposes. Generally,
interest is not accrued until the amount thereof becomes fixed.
Under proposed regulations dealing with debt obligations that provide
for one or more contingent payments, the Notes would be separated into
contingent and noncontingent components. The contingent components of the
Note (i.e., (i) the quarterly interest payments due to be paid on May 26,
1995, August 26, 1995, and November 26, 1995, and (ii) the portion of each
of the quarterly interest payments due to be paid on and after February 26,
1996, to the extent it exceeds the payment that would be due using the
Minimum Interest Rate) would be included as interest income on the date that
the amount of each such payment becomes fixed. The amount of the interest
payments other than the contingent components described in the preceding
sentence (i.e., (i) the quarterly interest payment made pursuant to the
Initial Interest Rate and (ii) the amount that would be due to be paid on
and after February 26, 1996, using the Minimum Interest Rate) would not be
included in income when received or accrued but would be accrued in income
on a constant-yield basis over the life of the Notes.
The above assumes that, as of the Original Issue Date, it cannot be
concluded that the Range Factor is not reasonably expected to cause the
yield on the Note to be significantly less than the expected yield
determined without the Range Factor. If this assumption is incorrect, the
tax consequences may differ from those described above.
