Rule 424(b)(3)
File No. 33-53533
Pricing Supplement No. 0138 Dated: May 17, 1995
(To Prospectus dated May 13, 1994 and
Prospectus Supplement dated May 25, 1994)
XEROX CREDIT CORPORATION
Medium-Term Notes, Series D
Due From Nine Months to Thirty Years From Date of Issue
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General
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Principal Amount: $100,000,000
Issue Price: 100% of Principal Amount (see below If as Principal)
Proceeds to Company: $99,500,000
Original Issue Date: June 1, 1995
Maturity Date: June 1, 2000
Agent(s): Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Agent's Discount or Commission: 0.5% of Principal Amount
Agent's capacity: / / As Agent /X/ As Principal (see below)
If as Principal:
/X/ The Note is being offered at varying prices related to
prevailing market prices at the time of resale.
/ / The Note is being offered at a fixed initial public offering
price of % of Principal Amount.
Form: /X/ Book Entry / / Certificated
Authorized Denominations: $1,000
Integral Multiples in excess thereof: $1,000
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:
/ / Floating Rate (see Base Rate specified below)
Base Rate(s):
/ / Commercial Paper Rate / / Federal Funds Rate
/ / CD Rate / / LIBOR
/ / Treasury Rate / / Prime Rate
/ / CMT Rate / / J.J. Kenny Rate
/ / 11th District Cost of Funds Rate
/ / Other (see Attachment)
Initial Interest Rate:
Interest Payment Date(s):
Calculation Date (if other than as provided in the Prospectus
Supplement):
Interest Reset Period:
Interest Reset Date(s):
Spread (+/-):
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate:
Index Maturity:
Other provisions:
/X/ Fixed Rate of: 6.84% per annum
(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: /X/ 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)
/ / No / / Yes (See Attachment)
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Redemption
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/ / The Company cannot elect to redeem the Note prior to the Maturity
Date.
/X/ The Company may elect to redeem the Notes prior to the Maturity
Date (see below).
Initial Redemption Date: June 1, 1998
Redemption Date(s): at any time on and after the Initial Redemption
Date
The Redemption Price shall be 100% of the principal amount of
the Note to be redeemed.
Other provisions: The Note may be redeemed only in whole and not
in part, and upon at least 30 and not more than 60 calendar days'
prior notice to the Holder of the Note.
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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
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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
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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)
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Attachment
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Interest on this Note will be payable at Maturity and semiannually each
December 1 and June 1, commencing December 1, 1995 (each an "Interest
Payment Date"), and the Regular Record Dates will be November 15 and
May 15 (whether or not a Business Day), respectively.
