Rule 424(b)(3)
File No. 33-53533
Pricing Supplement No. 0134 Dated: March 14, 1994
(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
______________________________________________________________________________
General
______________________________________________________________________________
Principal Amount: $30,000,000
Issue Price: 100% of Principal Amount
Proceeds to Company: $30,000,000
Original Issue Date: March 20, 1995
Maturity Date: March 20, 1997
Agent(s): Paribas Corporation
Agent's Discount or Commission: None
Agent's capacity: / / As Agent /X/ As Principal (see below)
If as Principal:
/X/ The Notes are being offered at varying prices related to
prevailing market prices at the time of resale.
/ / The Notes are being offered at a fixed initial public offering
price of 100% of Principal Amount.
Form: /X/ Book Entry / / Certificated
Authorized Denominations: $30,000,000
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)
______________________________________________________________________________
Interest
______________________________________________________________________________
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
/ / CMT Rate / / J.J. Kenny Rate
/ / 11th District Cost of Funds Rate
/ / Other (see Attachment)
Initial Interest Rate: Such rate as shall be determined in
accordance with the terms of "Other provisions" below.
Interest Payment Date(s): The 20th day of each March, June,
September and December of each year, commencing June 20, 1995;
provided, however, that if an Interest Payment Date would
otherwise be a day that is not a New York Business Day (as
defined below), such Interest Payment Date will be postponed to
the next succeeding New York Business Day (with the same force
and effect as if made on such Interest Payment Date, and no
additional interest shall accrue as a result of any such
delayed payment).
Calculation Date (if other than as provided in the Prospectus
Supplement):
Interest Reset Period: Monthly
Interest Reset Date(s): The 20th day of each month, commencing
March 20, 1995, whether or not such day is a London Banking Day
(as defined below).
Spread (+/-):
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate:
Index Maturity: 1-month LIBOR
Other provisions:
The interest rate applicable to each day of each Interest Reset
Period will be (a) LIBOR plus 0.20% per annum, if the LIBOR on
the first day of the immediately succeeding Interest Reset
Period, or the date of Maturity, as the case may be (whether
or not such day is a London Banking Day), determined by the
Calculation Agent on the second London Banking Day next
preceding such day (the "Actual LIBOR"), is within the Range
(as defined below) and (b) zero, if the Actual LIBOR is not
within the Range.
The term "Range", with respect to each Interest Reset Period,
means the range of LIBOR that is 0.85% wide (including the
endpoints), such that the difference between the highest and the
lowest of such range is 0.85%, selected by the Holder, in
accordance with the provisions set forth below, for such Interest
Reset Period on the second London Banking Day next preceding the
Interest Reset Date pertaining to such Interest Reset Period.
By not later than 11 a.m., New York City time, two London Banking
Day next preceding each Interest Reset Date, the Holder shall,
upon notice to the Calculation Agent (which shall initially be
Banque Paribas), select in good faith and in a commercially
reasonable manner the Range for the Interest Reset Period
pertaining to such Interest Reset Date. Such notice and
selection shall be irrevocable. Promptly upon receipt of each
such notification, the Calculation Agent shall send a copy
thereof to the Issuer and the Trustee.
In the event that the Holder shall fail to timely make such
selection for any Interest Reset Period, the Range for such
Interest Reset Period will be 0.425% above and 0.425% below (in
each case, including the endpoints) the Actual LIBOR for the
immediately preceding Interest Reset Period, as determined by
the Calculation Agent. Promptly after such determination, the
Calculation Agent shall notify the Issuer and the Trustee of
such determination.
The Range for the initial Interest Reset Period commencing March
20, 1995 is the range from and including 6.00% to and including
6.85%.
The interest rate for each day during the term of this Note,
including, without limitation, the ten days immediately prior to
Maturity, will be determined in accordance with the terms hereof.
The amount of interest (if any) payable on each Interest Payment
Date and at Maturity 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 date of Maturity, as the
case may be, and shall be based on the monthly interest, as
determined above, compounded at LIBOR flat.
The term "New York Business Day" means any day (other than a
Saturday or Sunday) that is 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 the term "London Banking
Day" means any New York Banking Day on which dealings in
deposits in U.S. dollars are transacted in the London interbank
market.
All notices under the "Other provisions" of this Pricing
Supplement shall be by fax or telephone (shortly thereafter
confirmed by fax) and shall be made as follows: (a) if to the
Calculation Agent, to Swap Desk/Barry Cohen, Banque Paribas,
c/o Paribas Corporation, telephone no. 212-841-3000/3754,
fax no. 212-841-3555, (b) if to the Trustee, to Henry Seemore,
The First National Bank of Boston, telephone no. 617-575-2857,
fax no. 617-575-2078 or 617-575-3049 and (c) if to the Issuer,
to Navin M. Chheda, telephone no. 203-968-3273, fax no.
203-968-3218.
/ / 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)
______________________________________________________________________________
Redemption
______________________________________________________________________________
/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:
______________________________________________________________________________
Early Repayment
______________________________________________________________________________
/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:
______________________________________________________________________________
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:
______________________________________________________________________________
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
This summary supplements, and to the extent inconsistent therewith
replaces, the discussion set forth in the Prospectus Supplement under the
heading "United States Taxation". It addresses only holders to which the
Prospectus Supplement applies, and uses terms as defined therein.
No statutory, judicial or administrative authority directly addresses the
characterization of the Note or instruments similar to the Note for U.S.
Federal income tax purposes, and no ruling is being requested from the IRS
with respect to the Note. As a result, the U.S. Federal income tax
consequences are not entirely certain, and no assurance can be given that
the IRS will agree with the conclusions expressed herein. Accordingly, a
prospective investor should consult its tax advisor in determining the tax
consequences of an investment in the Note.
Under the Code and general tax principles, a U.S. Holder generally would
be required to include interest income as it is paid or accrued, in
accordance with the U.S. Holder's method of accounting. The Code rules
relating to original issue discount may, however, override this principle.
The application of the original issue discount rules is very unclear in
this case. The Company believes that under these rules a Holder could
reasonably be required to recognize interest income with respect to a Note
in the year in which the right to such income becomes fixed, even though
such year may be prior to the year in which the Holder receives the cash
attributable to such income.
Under one or more interpretations of the original issue discount rules,
including principles similar to those set out in recently proposed
Treasury Regulations, moreover, it is possible that a Holder will be
required to include interest income even though the Holder's right to
receive such income never becomes fixed. Under these proposed Regulations,
a U.S. Holder would be required to include interest income as it is
accrued, based on projected payments on the Note, with adjustments when
actual payments differ from projected payments. Although these proposed
Regulations would apply only to debt issued at least 60 days after
publication of final regulations and therefore would not apply by their
terms to a Note, it is possible that a court or the IRS would apply
principles similar to those in the proposed Regulations or other original
issue discount principles to achieve a result similar to that under the
proposed Regulations. Because of the two-year term of the Notes,
however, timing differences among the various possible approaches would
not be significant.
Application of the principles of the proposed Treasury Regulations
could also result in the treatment of gain or loss on the sale, exchange,
or retirement of a Note as (in whole or in part) ordinary rather than
capital. Again, the proposed Regulations would not by their terms apply
to a Note, but there can be no assurance that a court or the IRS would
not apply principles similar to those in the proposed Regulations.
