<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1999
REGISTRATION NO. 333-76021
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
XEROX CREDIT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
06-1024525
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
100 FIRST STAMFORD PLACE
P.O. BOX 10347
STAMFORD, CONNECTICUT 06904-2347
(203) 325-6600
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICER)
-------------------------
MARTIN S. WAGNER
ASSISTANT SECRETARY
XEROX CORPORATION
P.O. BOX 1600
STAMFORD, CONNECTICUT 06904-1600
(203) 968-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPY TO:
JOHN W. WHITE
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) UNIT(2) PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities...................... $2,500,000,000 100% $2,500,000,000 $695,000
</TABLE>
(1) Subject to Rule 462(b) under the Securities Act, in no event will the
aggregate initial offering price of the securities issued under this
Registration Statement exceed $2,500,000,000, or if any securities are
issued in any foreign currency units, the U.S. dollar equivalent of
$2,500,000,000. For Debt Securities issued with an original issue discount,
the amount to be registered is calculated as the initial accreted value of
such Debt Securities.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o).
------------------------
THIS REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
SUBJECT TO COMPLETION JUNE 11, 1999
PROSPECTUS
XEROX CREDIT CORPORATION
100 FIRST STAMFORD PLACE
STAMFORD, CONNECTICUT 06904
(203) 325-6600
$2,500,000,000
DEBT SECURITIES
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WE WILL PROVIDE SPECIFIC TERMS OF THESE SECURITIES IN
SUPPLEMENTS TO THIS PROSPECTUS.
YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT
CAREFULLY BEFORE YOU INVEST.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is , 1999.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE> 3
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may, from time to time over approximately the next
two years, sell any combination of the securities described in this prospectus
in one or more offerings up to a total dollar amount of $2,500,000,000 or the
equivalent of this amount in foreign currencies.
This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described below under
the heading "Where You Can Find More Information".
You should rely only on the information provided in this prospectus and in
any prospectus supplement including the information incorporated by reference.
We have not authorized anyone to provide you with different information. We are
not offering the securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus, or any supplement to
this prospectus, is accurate at any date other than the date indicated on the
cover page of the documents.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with
the Commission. You may read and copy any document we file at the Commission's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further information
on the public reference rooms. Our Commission filings are also available to the
public at the Commission's web site at http://www.sec.gov.
The Commission allows us to "incorporate by reference" into this prospectus
the information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the Commission will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the Commission under Section 13(a),
13(c), 14 (other than the information required by paragraphs (k) and (l) of
Section 229.402 of Regulation S-K) or 15(d) of the Securities Exchange Act of
1934 until our offering is completed:
-- Annual Report on Form 10-K for the year ended December 31, 1998;
and
-- Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.
You may request a copy of these filings at no cost, by writing to or
telephoning BankBoston, N.A., P.O. Box 8038, Boston, Massachusetts 02266-8038,
telephone (800) 828-6396, E-mail at website www.equiserv.com.
If you have questions about interest or principal payments, current
interest rates, debt securities selected for early repayment, identification
numbers, registration status and other similar matters relating to debt
securities that have been issued under this registration statement, please
contact our issuing and paying agent for the securities, Citibank, N.A. at 111
Wall Street, Fifth Floor, Zone 1, New York, NY 10043, telephone (212) 657-5764.
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<PAGE> 4
XEROX CREDIT CORPORATION
We are engaged in financing long-term accounts receivable arising out of
equipment sales by Xerox Corporation to its document processing customers
throughout the United States. Contract terms on these accounts receivable range
primarily from two to five years. In 1990, we discontinued our real-estate
development and related real-estate financing businesses and our third-party
financing and leasing businesses.
Pursuant to a Support Agreement between Xerox and us, Xerox has agreed to
retain 100% ownership of our voting capital stock and make periodic payments to
us to the extent necessary to ensure that our annual pre-tax earnings available
for fixed charges equal at least 1.25 times our fixed charges. The Support
Agreement specifically provides that Xerox is not directly or indirectly
guaranteeing any of our indebtedness, liabilities or obligations. The Support
Agreement may not be terminated or modified while any debt securities are
outstanding. The calculation of annual earnings available for fixed charges
under the Support Agreement differs from the calculation of the ratio of
earnings to fixed charges in the table below, which has been calculated in
accordance with the Regulations of the Commission. Under the Support Agreement,
the results of discontinued operations are included whereas under the
Commission's Regulations such results are excluded.
We are a Delaware corporation with our principal executive offices located
at 100 First Stamford Place, P.O. Box 10347, Stamford, Connecticut 06904-2347,
telephone: (203) 325-6600. All of our outstanding capital stock is owned by
Xerox Financial Services, Inc., a holding company which is wholly-owned by
Xerox.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges has been computed by dividing total
earnings available for fixed charges by total fixed charges. Debt has been
assigned to discontinued operations based on the net assets of the discontinued
operations and the debt to equity ratios in accordance with our internal policy.
Beginning in 1995, the amount of interest expense that would have been allocated
to discontinued operations was insignificant and is therefore now being reported
within continuing operations and included in the fixed charges. Discontinued
operations consist of our third-party financing and real estate businesses. The
following table shows the ratio of earnings to fixed charges for the periods
indicated.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEARS ENDED DECEMBER 31,
------------ ------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges.... 1.53 1.54 1.57 1.57 1.60 1.54 1.73
</TABLE>
INFORMATION CONCERNING XEROX CORPORATION
Xerox Corporation is The Document Company and a leader in the global
document market, providing document solutions that enhance business
productivity. Xerox distributes its products in the Western Hemisphere through
divisions and wholly-owned subsidiaries. In Europe, Africa, the Middle East and
parts of Asia including India, China and Hong Kong, Xerox distributes through a
number of direct and indirect wholly-owned European subsidiaries. Fuji Xerox
Co., Limited, an unconsolidated entity jointly owned by Xerox Limited and Fuji
Photo Film Company Limited, develops, manufactures and distributes document
processing products in Japan and the Pacific Rim. Japan represents approximately
90 percent of Fuji Xerox revenues, and Australia, New Zealand, Singapore,
Malaysia and Korea represent the remaining 10 percent. Fuji Xerox conducts
business in other Pacific Rim countries through joint ventures and our
distributors. For the year ended December 31, 1998, Xerox' international
operations accounted for 48 percent of document processing revenues.
In the past, Xerox engaged in insurance and other financial services
businesses. In 1993, however, Xerox announced its decision to sell or otherwise
disengage from these businesses. Since 1995, Xerox
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<PAGE> 5
has sold all five of the remaining Talegen Holdings, Inc. insurance companies
and three related service companies, effectively completing its disengagement
strategy from the Talegen companies. The results of Xerox' Insurance operations
have been accounted for as discontinued operations and the document processing
business has been the only component of continuing operations since 1995.
Xerox' document processing activities encompass developing, manufacturing,
marketing, servicing and financing a complete range of document processing
products and solutions designed to make offices around the world more
productive. Xerox helps customers make documents better, make better documents,
and work better with documents.
Xerox creates customer value by providing innovative document technologies,
products, systems, services and solutions that allow its customers to:
- Move easily within and between the electronic and paper forms of
documents.
- Scan, store, retrieve, view, revise and distribute documents
electronically anywhere in the world.
- Print or publish documents on demand, at the point closest to their
needs, including those locations of our customers' customers.
- Integrate the currently separate modes of producing documents, such as
the data center, production publishing and office environments into a
seamless, user-friendly enterprise-wide document systems network -- with
technology acting as an enabler.
Xerox offers its document processing customers financing of their purchases
of Xerox equipment primarily through Xerox Credit Corporation in the United
States, largely by wholly-owned financing subsidiaries in Europe, and through
divisions in Canada and Latin America. While competition for this business from
banks and other finance companies remains extensive, Xerox actively markets its
equipment financing services on the basis of customer service, convenience and
competitive rates. On average, 75 to 80 percent of equipment sales are financed
through Xerox.
Xerox is a New York corporation with its principal executive offices
located at 800 Long Ridge Road, Stamford, Connecticut 06904, telephone (203)
968-3000.
RATIOS OF EARNINGS TO FIXED CHARGES OF XEROX
The ratio of earnings to fixed charges has been computed based on Xerox'
continuing operations by dividing total earnings available for fixed charges,
excluding capitalized interest and preferred stock dividends of subsidiaries, by
total fixed charges. Fixed charges consist of interest, including capitalized
interest and preferred stock dividends of subsidiaries, and one-third of rent
expense as representative of the interest portion of rentals. Debt has been
assigned to discontinued operations based on historical levels assigned to the
businesses when they were continuing operations adjusted for subsequent
paydowns. Discontinued operations consist of Xerox' insurance and other
financial services and third party financing and real estate businesses. Xerox'
ratio of earnings to fixed charges includes the effect of its finance
subsidiaries, which primarily finance Xerox equipment. Financing businesses are
more highly leveraged and tend to operate at lower earnings to fixed charges
ratio levels than do nonfinancial businesses. The following table shows the
ratios of earnings to fixed charges of Xerox for the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------ ------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges.... 2.88 2.99 1.80* 3.64 3.71 3.54 3.23
</TABLE>
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* Excluding the effects of the charges recorded in connection with the 1998
restructuring plan, the ratio of earnings to fixed charges would be 3.55.
4
<PAGE> 6
USE OF PROCEEDS
We expect to use the net proceeds we receive from the sale of the debt
securities offered by this prospectus and the accompanying prospectus
supplement(s) for general corporate purposes. General corporate purposes may
include:
- the repayment of debt, and
- investments in or extensions of credit to our subsidiaries or
subsidiaries of Xerox.
The net proceeds may be invested temporarily or applied to repay short-term debt
until they are used for their stated purpose.
THE SECURITIES WE MAY OFFER
This prospectus is part of a shelf registration statement. Under this shelf
registration statement, we may offer from time to time up to $2,500,000,000 of
debt securities.
DESCRIPTION OF THE DEBT SECURITIES
We may offer senior debt securities, which are unsecured general
obligations, or subordinated debt securities, which are obligations which are
subordinate to the senior debt securities and other unsubordinated debt. The
senior debt securities and the subordinated debt securities are together
referred to in this prospectus as the debt securities. The senior debt
securities will have the same rank as all of our other unsecured, unsubordinated
debt. The subordinated debt securities may be senior or junior to, or rank
equally with, our other subordinated obligations and will be entitled to payment
only after payment of our senior indebtedness (as described below). The
subordinated debt securities will be effectively subordinated to our creditors,
including trade creditors.
The senior debt securities will be issued in one or more series under an
indenture dated as of April 1, 1999 between us and Citibank, N.A., as the
trustee. The subordinated debt securities will be issued under an indenture to
be entered into between us and the trustee named in the prospectus supplement.
The term "indenture" refers to the relevant indenture as it may be amended,
supplemented or modified from time to time. We have summarized certain general
features of the debt securities from the indentures. We encourage you to read
the indentures (which are exhibits to the registration statement or, in the case
of subordinated debt securities, will be filed with the Commission prior to the
time we offer any subordinated debt securities) and our recent periodic and
current reports that we file with the Commission. The following summaries of
certain provisions of the indentures do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all the
provisions of the indentures and the provisions of the Trust Indenture Act of
1939, as amended (the "TIA"). Capitalized terms used but not defined shall have
the meanings assigned to such terms in the indentures. References in
parentheticals below to sections or articles are to sections or articles of the
indenture.
The following description of the terms of the debt securities sets forth
certain general terms and provisions of the debt securities to which any
prospectus supplement may relate. The particular terms of the debt securities
offered by any prospectus supplement and the extent, if any, to which such
general provisions may apply to the debt securities will be described in the
related prospectus supplement. Accordingly, for a description of the terms of a
particular issue of debt securities, reference must be made to both the related
prospectus supplement and to the following description.
The indentures do not contain any covenants or provisions which may afford
holders of senior debt securities protection in the event that we engage in a
highly leveraged transaction. No such transaction is contemplated. See "Xerox
Credit Corporation" on page 3 of this prospectus concerning Xerox' obligation to
retain ownership of 100% of our voting capital stock and to make support
payments to us under certain circumstances.
5
<PAGE> 7
GENERAL INFORMATION APPLICABLE TO ALL DEBT SECURITIES
The aggregate principal amount of debt securities that may be issued under
the indentures is unlimited. The debt securities may be issued in one or more
series. Reference is made to the applicable prospectus supplement for the
following terms of the debt securities (if applicable):
- title and aggregate principal amount;
- indenture under which the debt securities are issued;
- any applicable subordination provisions;
- percentage or percentages of principal amount at which the debt
securities will be issued;
- maturity date(s);
- interest rate(s) or the method for determining the interest rate(s);
- dates on which interest will accrue or the method for determining dates
on which interest will accrue and dates on which interest will be
payable;
- redemption or early repayment provisions;
- authorized denominations;
- form (registered and/or bearer);
- amount of discount with which the debt securities will be issued;
- whether the debt securities will be issued in whole or in part in the
form of one or more global securities;
- identity of the depositary for global securities;
- whether a temporary security is to be issued with respect to a series of
debt securities and, if interest is payable prior to the issuance of
definitive securities of the series, whether interest will be credited to
the account of the persons entitled to the interest;
- the terms upon which beneficial interests in a temporary global security
may be exchanged, in whole or in part, for beneficial Interests in a
definitive global security or for individual definitive securities and
the terms upon which exchanges may be made;
- currency or currencies in which the purchase price for, the principal of
and any premium and any interest on, the debt securities will be payable;
- time period within which, the manner in which and the terms and
conditions upon which the purchaser of the debt securities can select the
payment currency;
- securities exchange(s) on which the debt securities will be listed;
- whether any underwriter(s) will act as market maker(s) for the debt
securities;
- if not listed on a securities exchange and no underwriter(s) intends to
make a market in the debt securities, the nature of the exchange market
for the debt securities;
- extent to which a secondary market for the debt securities is expected to
develop;
- additions to or changes in the events of default with respect to the debt
securities and any change in the right of the trustee or the holders to
declare the principal, premium and interest with respect to the debt
securities to be due and payable; and
- additional terms not inconsistent with the provisions of the indenture.
6
<PAGE> 8
One or more series of debt securities may be "discount securities", which
are debt securities sold at a substantial discount below their stated principal
amount, bearing no interest or interest at a rate which at the time of issuance
is below market rates. One or more series of debt securities may be variable
rate debt securities that may be exchanged for fixed rate debt securities.
Federal income tax consequences and special considerations applicable to this
type of series will be described in the prospectus supplement.
Debt securities may be issued where the amount of principal and/or interest
payable is determined by reference to one or more currency exchange rates,
commodity prices, equity indices or other factors. Holders of such securities
may receive a principal amount or a payment of interest that is greater than or
less than the amount of principal or interest otherwise payable on such dates,
depending upon the value of the applicable currencies, commodities, equity
indices or other factors. Information as to the methods for determining the
amount of principal or interest, if any, payable on any date, the currencies,
commodities, equity indices or other factors to which the amount payable on such
date is linked and certain additional Federal income tax considerations will be
set forth in the prospectus supplement.
The term "debt securities" includes debt securities denominated in U.S.
dollars or, if specified in the applicable prospectus supplement, in any other
freely transferable currency or units based on or relating to foreign
currencies.
We expect most debt securities to be issued in fully registered form
without coupons and in denominations of $1,000 and any integral multiple of
$1,000. (Section 3.02) Subject to the limitations provided in the indenture and
in the prospectus supplement, debt securities which are issued in registered
form may be transferred or exchanged at the office of the transfer agent
maintained in the Borough of Manhattan, The City of New York or the Principal
Corporate Trust Office of the trustee, without the payment of any service
charge, other than any tax or other governmental charge payable in connection
therewith. (Section 3.05)
GLOBAL SECURITIES
We expect the following provisions to apply to all debt securities.
The debt securities of a series may be issued in whole or in part in the
form of one or more global securities which represent all of the debt securities
of that series, that will be deposited with, or on behalf of, a depositary
identified in the prospectus supplement. Global securities will be issued in
registered form and in either temporary or definitive form. Unless and until it
is exchanged in whole or in part for the individual debt securities, a global
security may not be transferred except as a whole by the depositary for such
global security to a nominee of such depositary or by a nominee of such
depositary to such depositary or another nominee of such depositary or by such
depositary or any such nominee to a successor of such depositary or a nominee of
such successor. (Sections 3.01, 3.03 and 3.05)
The specific terms of the depositary arrangement with respect to any debt
securities of a series and the rights of and limitations upon owners of
beneficial interests in a global security will be described in the prospectus
supplement. We expect that the following provisions will generally apply to
depositary arrangements.
Upon the issuance of a global security, the depositary for such global
security or its nominee will credit, on its book-entry registration and transfer
system, the respective principal amounts of the individual debt securities
represented by such global security to the accounts of persons that have
accounts with such depositary. Such accounts shall be designated by the dealers,
underwriters or agents with respect to the debt securities or by us if such debt
securities are offered and sold directly by us. Ownership of beneficial
interests in a global security will be limited to persons that have accounts
with the applicable depositary ("participants") or persons that may hold
interests through participants. Ownership of beneficial interests in such global
security will be shown on, and the transfer of that ownership will be effected
only through, records maintained by the applicable depositary or its nominee
with respect to interests of participants and the records of participants with
respect to interests of persons other than
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<PAGE> 9
participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a global security.
So long as the depositary for a global security, or its nominee, is the
registered owner of a global security, such depositary or such nominee, as the
case may be, will be considered the sole owner or holder of the debt securities
represented by that global security for all purposes under the indenture
governing those debt securities. Except as provided below, owners of beneficial
interests in a global security will not be entitled to have any of the
individual debt securities of the series represented by that global security
registered in their names, will not receive or be entitled to receive physical
delivery of any debt securities of such series in definitive form and will not
be considered the owners or holders the debt securities under the indenture
governing such debt securities.
Payments of principal, premium, if any, and interest, if any, on individual
debt securities represented by a global security registered in the name of a
depositary or its nominee will be made to the depositary or its nominee, as the
case may be, as the registered owner of the global security representing the
debt securities. Neither we, the trustee for the debt securities, any paying
agent, nor the registrar for the debt securities will have any responsibility or
liability for any aspect of the records relating to or payments made by the
depositary or any participants on account of beneficial ownership interests of
the global security for the debt securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
We expect that the depositary for a series of debt securities or its
nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent global security representing the debt securities,
immediately will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such global security for the debt securities as shown on the records of the
depositary or its nominee. We also expect that payments by participants to
owners of beneficial interests in a global security held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name". Such payments will be the responsibility of
such participants.
If the depositary for a series of debt securities is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is not
appointed by us within 90 days, we will issue definitive debt securities of that
series in exchange for the global security or securities representing that
series of debt securities. In addition, we may at any time and in our sole
discretion, subject to any limitations described in the prospectus supplement
relating to the debt securities, determine not to have any debt securities of a
series represented by one or more global securities, and, in such event, will
issue definitive debt securities of that series in exchange for the global
security or securities representing that series of debt securities. If
definitive debt securities are issued, an owner of a beneficial interest in a
global security will be entitled to physical delivery of definitive debt
securities of the series represented by that global security equal in principal
amount to that beneficial interest and to have the debt securities registered in
its name. Definitive debt securities of any series so issued will be issued in
denominations, unless otherwise specified by us, of $1,000 and integral
multiples of $1,000.
EVENTS OF DEFAULT, NOTICE AND WAIVER
Each indenture provides that, if an event of default in respect of any
series of debt securities shall have happened and be continuing, either the
trustee or the holders of not less than 25% in principal amount of the
outstanding debt securities of that series may declare the principal amount (or
a portion thereof in the case of certain debt securities issued with an original
issue discount) of all the debt securities of that series to be immediately due
and payable. (Section 7.02)
Each indenture defines events of default in respect of any series of debt
securities as:
- default for 30 days in payment of any interest installment when due,
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<PAGE> 10
- default in payment of principal of or premium, if any, (including accrued
original issue discount, in the case of certain debt securities of such
issuer issued with original issue discount) on, or any sinking fund
installment or analogous obligation with respect to, debt securities of
such series when due,
- default for 90 days after notice to us by the trustee or by the holders
of at least 25% in principal amount of the outstanding debt securities of
such series in performance of any covenant in such indenture in respect
of the debt securities of such series,
- certain events of bankruptcy, insolvency and reorganization, and any
other event of default provided for with respect to the debt securities
of such series. (Section 7.01)
The TIA provides that the trustee will, within 90 days after the occurrence
of a default in respect of any series of debt securities, give to the holders of
that series notice of all uncured and unwaived defaults known to it; provided
that, except in the case of default in the payment of principal of, premium, if
any, or interest, if any, on, or any sinking fund installment or analogous
obligation with respect to, any of the debt securities of that series, the
trustee will be protected in withholding such notice if it in good faith
determines that the withholding of such notice is in the interest of the holders
of that series. The term "default" for the purpose of this provision means any
event which is, or after notice or lapse of time or both would become, an event
of default with respect to debt securities of such series.
Each indenture provides that the holders of a majority in principal amount
of the outstanding debt securities of any series, subject to certain
limitations, direct the time, method and place of conducting proceedings for
remedies available to the trustee, or exercising any trust or power conferred on
the trustee, in respect of the debt securities of that series. (Section 7.11)
Each indenture contains provisions entitling the trustee, subject to the
duty of the trustee during an event of default in respect of any series of debt
securities to act with the required standard of care, to be indemnified by the
holders of the debt securities of that series before proceeding to exercise any
right or power under the indenture at the request of holders of those debt
securities. (Section 8.01)
Each indenture includes covenants that we will file annually with the
trustee a certificate of no default, or specifying any default that exists.
(Section 5.04)
In certain cases, the holders of a majority in principal amount of the
outstanding debt securities of a series may, on behalf of the holders of all
debt securities of that series, waive any past default or event of default, or
compliance with certain provisions of the indenture, except for defaults not
theretofore cured in the payment of the principal of, premium, if any, or
interest on, or any sinking fund instalment or analogous obligation with respect
to, any of the debt securities of that series and compliance with certain
covenants. (Sections 5.07, 7.02 and 7.12)
Each indenture provides that for purposes of calculating the principal
amount of debt securities of any series denominated in a foreign currency or in
units based on or relating to currencies thereunder, such principal amount shall
be deemed to be that amount of United States dollars that could be obtained for
such principal amount on the basis of a spot rate of exchange, specified to the
trustee by us in an officers' certificate, for such currency or currency units
into United States dollars as of the date of any such calculation. (Section
1.15)
MODIFICATION OF THE INDENTURE
Each indenture contains provisions permitting us and the trustee, with the
consent of the holders of at least a majority in principal amount of the
outstanding debt securities of the affected series, to execute supplemental
indentures adding any provisions to or changing or eliminating any of the
provisions of the indenture or modifying the rights of the holders of debt
securities of that series. No supplemental
9
<PAGE> 11
indenture may, without the consent of the holders of all of the affected debt
securities, among other things:
- change the maturity of any debt securities,
- change the currency in which such debt securities are payable,
- reduce the principal amount thereof or any premium thereon,
- reduce the rate or extend the time of payment of interest thereon,
- change the method of computing the amount of principal thereof on any
date, or
- reduce the percentage of holders of debt securities which must consent to
any such supplemental indenture. (Section 9.02)
SATISFACTION AND DISCHARGE OF THE INDENTURES; DEFEASANCE
The indenture shall generally cease to be of any further effect with
respect to a series of debt securities if:
- we have delivered to the trustee for cancellation all debt securities of
that series (with certain limited exceptions) or
- all debt securities of that series not previously delivered to the
trustee for cancellation shall have become due and payable, or are by
their terms to become due and payable within one year or are to be called
for redemption within one year, and we shall have deposited with the
trustee as trust funds the entire amount sufficient to pay at maturity or
upon redemption all debt securities of that series (and if, in either
case, we shall also pay or cause to be paid all other sums payable under
the Indenture by us in respect of all debt securities of that series and
deliver to the trustee an officers' certificate and an opinion of
counsel, each stating that all conditions precedent in the indenture have
been complied with). (Section 11.01)
The trustee shall hold in trust all money deposited with it as described
above and shall apply the deposited money, in accordance with the provisions of
the debt securities of the defeased series and the indenture, to the payment,
either directly or through any paying agent, as the trustee may determine, to
the persons entitled thereto, of principal, premium, if any, and interest for
whose payment such money has been deposited with the trustee. (Section 11.02)
GOVERNING LAW
Each indenture and the debt securities shall be construed in accordance
with and governed by the laws of the State of New York, without giving effect to
the principles thereof relating to conflicts of law (other than Section 5-1401
of the General Obligations Law of the State of New York, and any successor
statute or statutes).
PROVISIONS APPLICABLE ONLY TO SENIOR DEBT SECURITIES
RANKING
The senior debt securities will be unsecured obligations, and will rank
equally with all of our other unsecured and unsubordinated debt.
COVENANTS
Limitations on Liens. So long as any of the senior debt securities are
outstanding, we will not create or allow to exist, or permit any of our
subsidiaries to create or allow to exist, any lien, security interest or other
charge or encumbrance, or any other type of preferential arrangement, upon or
with respect to any of our properties or the properties of our subsidiaries
(other than "margin stock" as that term is defined in Regulation U issued by the
Board of Governors of the Federal Reserve System), whether now owned
10
<PAGE> 12
or hereafter acquired, or assign, or permit any of our subsidiaries to assign,
any right to receive income, in each case to secure any debt without making
effective provision whereby all of the senior debt securities of each series
(together with, if we shall so determine, any of our other debt or debt of our
subsidiaries then existing or thereafter created which is not subordinate to the
senior debt securities) shall be equally and ratably secured with the
indebtedness or obligations secured by such security. We or our subsidiaries may
create or allow to exist any lien, security interest, charge, encumbrance or
preferential arrangement of any kind in, of or upon any of our properties or
assets or the property or assets of our subsidiaries to secure any debt or debts
in an aggregate amount at any time outstanding not greater than 20% of our
consolidated net worth. The foregoing restrictions shall not apply to any of the
following:
- deposits, liens or pledges arising in the ordinary course of business to
enable us or any of our subsidiaries to exercise any privilege or license
or to secure payments of workers' compensation or unemployment insurance,
or to secure the performance of bids, tenders, contracts (other than for
the payment of money) or statutory landlords' liens or to secure public
or statutory obligations or surety, stay or appeal bonds, or other
similar deposits or pledges made in the ordinary course of business;
- liens imposed by law or other similar liens, if arising in the ordinary
course of business, such as mechanic's, materialman's, workman's,
repairman's or carrier's liens, or deposits or pledges in the ordinary
course of business to obtain the release of such liens;
- liens arising out of judgments or awards against us or any of our
subsidiaries in an aggregate amount not to exceed the greater of (a) 15%
of the consolidated net worth of Xerox or (b) the minimum amount which,
if subtracted from such consolidated net worth, would reduce such
consolidated net worth below $3.2 billion and, in each case, with respect
to which we or our subsidiary shall in good faith be prosecuting an
appeal or proceedings for review, or liens for the purpose of obtaining a
stay or discharge in the course of any legal proceedings;
- liens for taxes if such taxes are not delinquent or thereafter can be
paid without penalty, or are being contested in good faith by appropriate
proceedings, or minor survey exceptions or minor encumbrances, easements
or restrictions which do not in the aggregate materially detract from the
value of the property so encumbered or restricted or materially impair
their use in the operation of our business or that of any subsidiary
owning that property;
- liens in favor of any government or department or agency thereof or in
favor of a prime contractor under a government contract and resulting
from the acceptance of progress or partial payments under government
contracts or subcontracts thereunder;
- liens, security interests, charges, encumbrances, preferential
arrangements and assignments of income existing on the date of the
indenture;
- purchase money liens or security interests in property acquired or held
by us or by any subsidiary in the ordinary course of business to secure
the purchase price of that property or indebtedness incurred to finance
the acquisition of that property;
- liens or security interests existing on property at the time of its
acquisition;
- liens incurred (no matter when created) in connection with any leveraged
or single investor lease transactions engaged in by us or any subsidiary,
provided that the instrument evidencing any borrowings secured by such
lien shall provide that such borrowings are payable solely out of the
income and proceeds of the property subject to such lien and are not our
corporate obligation or that of any of our subsidiaries;
- the replacement, extension or renewal of any of the foregoing; and
- liens on any of our assets or those of any subsidiary of up to
$500,000,000 incurred in connection with the sale or assignment of our
assets or those of that subsidiary for cash where the proceeds are
applied to repayment of our debt or that of that subsidiary and/or
invested by us or by that
11
<PAGE> 13
subsidiary in assets which would be reflected as receivables on our
balance sheet or the balance sheet of that subsidiary. (Section 5.06)
The term "consolidated net worth" means, at any time, as to a given entity,
the sum of the amounts appearing on the latest consolidated balance sheet of
such entity and its subsidiaries, prepared in accordance with generally accepted
accounting principles consistently applied, as:
- the par or stated value of all outstanding capital stock (including
preferred stock),
- capital paid-in and earned surplus or earnings retained in the
business plus or minus cumulative translation adjustments,
- any unappropriated surplus reserves, and
- any net unrealized appreciation of equity investments,
less treasury stock, plus, in the case of Xerox, $600,000,000.
The term "debt" means:
- indebtedness for borrowed money or for the deferred purchase price of
property or services (excluding trade accounts payable incurred in the
ordinary course with a maturity of not greater than 90 days),
- obligations as lessee under capital leases,
- obligations under direct or indirect guaranties in respect of, and
obligations (contingent or otherwise) to purchase or otherwise acquire,
or otherwise to insure a creditor against loss in respect of,
indebtedness or obligations of others of the kinds referred to in either
of the immediately preceding bullet points, and
- the amount of unfunded benefit liabilities, as defined in Section 4001
(a)(18) of the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute or statute, under
plans covered by Title IV thereof.
The term "subsidiary" means any corporation of which more than 50% of the
outstanding capital stock having ordinary voting power to elect a majority of
the board of directors of that corporation is at the time directly or indirectly
owned by us and which is organized and existing under the laws of any State of
the United States or the District of Columbia.
CONSOLIDATION, MERGER OR SALE OF ASSETS. We shall not consolidate with or
merge into any other corporation or sell our assets substantially as an
entirety, unless:
- the corporation formed by such consolidation or into which we are merged
or the corporation which acquires our assets is Xerox or a corporation
all of the voting capital stock of which is directly or indirectly owned
by Xerox, is organized in the United States and expressly assumes the due
and punctual payment of the principal of, premium, if any, and interest,
if any, on all the Debt Securities and the performance of every covenant
of the Indenture to be performed or observed by us; and
- immediately after giving effect to such transaction, no event of default,
and no event which, after notice or lapse of time, or both, would become
an event of default, shall have occurred and be continuing. (Section
10.01)
Upon any such consolidation, merger or sale, the successor corporation formed by
such consolidation or into which we are merged or to which such sale is made
shall succeed to and be substituted for us under the indenture. (Section 10.02)
12
<PAGE> 14
CONCERNING THE TRUSTEE
We may from time to time maintain credit facilities, and have other
customary banking relationships with Citibank, N.A., the trustee under the
indenture.
PROVISIONS APPLICABLE ONLY TO SUBORDINATED DEBT SECURITIES
The subordinated debt securities may be senior or junior to, or rank
equally with, our other subordinated obligations and will be subordinated to all
of our existing and future "senior indebtedness". The term senior indebtedness
means, without duplication, the principal, any premium and unpaid interest on
all present and future:
- indebtedness for borrowed money,
- obligations evidenced by bonds, debentures, notes or similar instruments,
- all obligations under
(x) interest rate swaps, caps, collars, options and similar
arrangements,
(y) any foreign exchange contract, currency swap contract, futures
contract, currency option contract or other foreign currency hedge,
and
(z) credit swaps, caps, floors, collars and similar arrangements,
- indebtedness incurred, assumed or guaranteed by us in connection with the
acquisition by us or a subsidiary of any business, properties or assets
(except purchase-money indebtedness classified as accounts payable under
generally accepted accounting principles),
- obligations as lessee under leases required to be capitalized on the
balance sheet of the lessee under generally accepted accounting
principles,
- reimbursement obligations in respect of letters of credit relating to
indebtedness or other obligations that qualify as indebtedness or
obligations of the kind referred to in the first five bullet points
above, and
- obligations under direct or indirect guaranties in respect of, and
obligations (contingent or otherwise) to purchase or otherwise acquire,
or otherwise to assure a creditor against loss in respect of,
indebtedness or obligations of others of the kinds referred to in the
first six bullet points above.
Subordinated debt securities will not be subordinated to any indebtedness or
obligation if the instrument creating or evidencing the indebtedness or
obligation or pursuant to which it is outstanding provides that such
indebtedness or obligation is not superior in right of payment to the
subordinated debt securities.
Other provisions applicable to subordinated debt securities will be
described in a prospectus supplement.
PLAN OF DISTRIBUTION
We may sell the securities being offered hereby in any one or more of the
following ways:
- directly to investors,
- to investors through agents,
- to broker-dealers as principals,
- through underwriting syndicates led by one or more managing underwriters
as we may select from time to time, or
- through one or more underwriters acting alone.
13
<PAGE> 15
If an underwriter or underwriters are utilized in the sale, the specific
managing underwriter or underwriters with respect to the offer and sale of the
offered securities are set forth on the cover of the prospectus supplement
relating to such offered securities and the members of the underwriting
syndicate, if any, are named in the prospectus supplement.
Sales of the offered securities by underwriters may be in negotiated
transactions, at a fixed offering price or at various prices determined at the
time of sale. The prospectus supplement describes the method of reoffering by
the underwriters. The prospectus supplement also describes the discounts and
commissions to be allowed or paid to the underwriters, if any, all other items
constituting underwriting compensation, the discounts and commissions to be
allowed or paid to dealers, if any, and the exchanges, if any, on which the
securities offered thereby will be listed.
We may authorize underwriters to solicit offers by certain institutions to
purchase securities at the price set forth in the prospectus supplement pursuant
to delayed delivery contracts providing for payment and delivery at a future
date.
If any securities are sold pursuant to an underwriting agreement, the
several underwriters will ordinarily agree, subject to the terms and conditions
set forth therein to purchase all the securities offered by the accompanying
prospectus supplement if any of such securities are purchased. In the event of
default by any underwriter, in certain circumstances, the purchase commitments
may be increased or the underwriting agreement may be terminated.
Offers to purchase securities may be solicited directly by us or by agents
designated by us from time to time. Any such agent, who may be deemed to be an
underwriter as the term is defined in the Securities Act of 1933, involved in
the offer or sale of the offered securities in respect of which this prospectus
is delivered will be named, and any commissions payable by either of the Issuers
to such agent set forth, in a prospectus supplement. Any such agent will
ordinarily be acting on a best efforts basis.
If a broker-dealer is utilized in the sale of the offered securities in
respect of which this prospectus is delivered, we will sell such offered
securities to the dealer, as principal. The dealer may then resell such offered
securities to the public at varying prices to be determined by such dealer at
the time of resale.
Agents, broker-dealers or underwriters may be entitled under agreements
which may be entered into by us to indemnification or contribution in respect of
certain civil liabilities, including liabilities under the Act, and may be
customers of, engage in transactions with or perform services for us in the
ordinary course of business.
The place and time of delivery for the offered securities in respect of
which this prospectus is delivered are set forth in the accompanying prospectus
supplement.
The offered securities may or may not be listed on a national securities
exchange. No assurances can be given that there will be a market for the offered
securities.
LEGAL OPINIONS
The validity of the debt securities to be offered will be passed upon by
Martin S. Wagner, Esq., Associate General Counsel, Corporate, Finance and
Ventures of Xerox. Certain legal matters in connection with the debt securities
to be offered will be passed upon for the underwriters, agents or dealers, as
the case may be, by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue,
New York, New York. Cravath, Swaine & Moore provides various legal services to
Xerox and us from time to time.
14
<PAGE> 16
EXPERTS
The consolidated financial statements and schedule of Xerox Credit
Corporation and consolidated subsidiaries as of December 31, 1998 and 1997, and
for each of the years in the three-year period ended December 31, 1998, have
been incorporated by reference in this prospectus and elsewhere in the
registration statement, in reliance upon the report set forth on such
consolidated financial statements and schedule of KPMG LLP, independent
certified public accountants, incorporated by reference in this prospectus, and
upon the authority of KPMG LLP as experts in accounting and auditing.
15
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
The following statement sets forth the expenses to be borne by us in
connection with the issuance and distribution of the debt securities.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 695,000
Printing and Engraving...................................... 75,000
Fees of Legal Counsel to Agents............................. 20,000
Fees of Issuers' Independent Auditors....................... 65,000
Trustee Fees and Expenses (including counsel fees).......... 60,000
Rating Agency Fees.......................................... 700,000
----------
Total.................................................. $1,615,000
==========
</TABLE>
- ---------------
* These expenses, other than the Securities and Exchange Commission Registration
Fee, are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the General Corporation Law of
Delaware.
ITEM 16. EXHIBITS.
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
(1)(a) -- Form of Underwriting Agreement, incorporated by reference to
Exhibit (1)(a) to Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-3, Registration
No. 33-43470.
(1)(b) -- Form of Selling Agency Agreement, incorporated by reference
to Exhibit (1)(b) to Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-3, Registration
No. 33-43470. The form of Selling Agency Agreement is hereby
amended, effective April 9, 1999, by replacing an agent, and
replacing all references to "U.S. $525,000,000" and "Series
B" notes with "U.S. $2,500,000,000" and "Series G" notes,
respectively.
(4)(a) -- Form of Indenture, incorporated by reference to Exhibit
(4)(a) to the Company's Registration Statement on Form S-3,
Registration No. 33-61481.
(4)(b) -- Form of Debt Security, incorporated by reference to Exhibit
(4)(b) to the Company's Registration Statement on Form S-3,
Registration No. 2-72851. The Form of Debt Security is
hereby modified, effective as of April 9, 1999, by replacing
all references to Chemical Bank with Citibank, N.A..
(4)(c) -- Form of Debt Security, incorporated by reference to Exhibit
(4)(c) to the Company's Registration Statement on Form S-3,
Registration No. 2-72851. The Form of Debt Security is
hereby modified, effective as of April 9, 1999, by replacing
all references to Chemical Bank with Citibank, N.A..
(4)(d) -- Form of Debt Security, incorporated by reference to Exhibit
(4)(d) to the Company's Registration Statement on Form S-3,
Registration No. 2-72851. The Form of Debt Security is
hereby modified, effective as of April 9, 1999, by replacing
all references to Chemical Bank with Citibank, N.A..
</TABLE>
II-1
<PAGE> 18
<TABLE>
<S> <C> <C>
(4)(e) -- Form of Debt Security, incorporated by reference to Exhibit (4)(e) to the Company's Registration
Statement on Form S-3, Registration No. 2-72851. The Form of Debt Security is hereby modified,
effective as of April 9, 1999, by replacing all references to Chemical Bank with Citibank, N.A..
(4)(f) -- Form of Debt Security, incorporated by reference to Exhibit (4)(f) to the Company's Registration
Statement on Form S-3, Registration No. 2-72851. The Form of Debt Security is hereby modified,
effective as of April 9, 1999, by replacing all references to Chemical Bank with Citibank, N.A..
(4)(g) -- Form of Debt Security, incorporated by reference to Exhibit (4) to the Company's Current Report on
Form 8-K dated September 29, 1983. The Form of Debt Security is hereby modified, effective as of
April 9, 1999, by replacing all references to Chemical Bank with Citibank, N.A..
(4)(h) -- Form of Debt Security, incorporated by reference to Exhibit (4) to the Company's Current Report on
Form 8-K dated March 13, 1984. The Form of Debt Security is hereby modified, effective as of April
9, 1999, by replacing all references to Chemical Bank with Citibank, N.A..
(4)(i) -- Form of Debt Security, incorporated by reference to Exhibit (4) to the Company's Current Report on
Form 8-K dated May 2, 1985. The Form of Debt Security is hereby modified, effective as of April 9,
1999, by replacing all references to The Bank of New York with Citibank, N.A..
(4)(j) -- Form of Debt Security, incorporated by reference to Exhibit (4) to the Company's Current Report on
Form 8-K dated January 27, 1987. The Form of Debt Security is hereby modified, effective as of April
9, 1999, by replacing all references to The Bank of New York with Citibank, N.A..
(4)(k) -- Form of Debt Security, incorporated by reference to Exhibit (4) to the Company's Current Report on
Form 8-K dated July 27, 1993. The Form of Debt Security is hereby amended, effective April 9, 1999,
by replacing an agent, and replacing all references to "U.S. $650,000,000" and "Series C" notes with
"U.S. $2,500,000,000" and "Series G" notes, respectively.
(4)(l) -- Additional Forms of Debt Securities incorporated by reference to the Company's subsequently filed
reports on Form 8-K.
(5)(a) -- Opinion of Martin S. Wagner, Esq., as to legality of the Debt Securities and certain other legal
matters.*
(12)(a) -- Computation of Ratio of Earnings to Fixed Charges of Xerox Credit Corporation.
(12)(b) -- Computation of Ratio of Earnings to Fixed Charges of Xerox Corporation.
(23)(a) -- Consent of Independent Auditors (see page II-5).
(23)(b) -- Consent of Martin S. Wagner, Esq. (see Exhibit 5(a)).
(24)(a) -- Certified Resolution of the Board of Directors of Xerox Credit Corporation.*
(24)(b) -- Power of Attorney of Xerox Credit Corporation.*
(25) -- Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 on Form T-1 of
Citibank, N.A., to act as Trustee under the Indenture.*
</TABLE>
- ---------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of the
securities registered hereby are being made, a post-effective amendment to
the registration statement: (i) to include any prospectus required by
section 10(a)(3) of the Securities Act of 1933 (the "Act"); (ii) to reflect
in the
II-2
<PAGE> 19
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement;
notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 42(b), if, in
the aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and (iii) to include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement, provided, however, that paragraphs (i) and (ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) The undersigned registrants hereby undertake to file an
application for the purpose of determining the eligibility of the trustee
to act under subsection (1) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Stamford and State of Connecticut, on the 11th day of June, 1999.
XEROX CREDIT CORPORATION
(Registrant)
By: /s/ EUNICE M. FILTER
------------------------------------
(President and
Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this amendment
has been signed by the following persons in the capacities indicated on June 11,
1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
Principal Executive Officer:
EUNICE M. FILTER* President, Chief Executive Officer and Director
Principal Financial Officer:
GEORGE R. ROTH* Vice President, Treasurer and Chief Financial Officer
Principal Accounting Officer:
DANIEL S. MARCHIBRODA* Controller
Directors:
DONALD R. ALTIERI*
BARRY D. ROMERIL*
</TABLE>
* By: /s/ MARTIN S. WAGNER
----------------------------
(Martin S. Wagner,
Attorney-in-fact)
II-4
<PAGE> 21
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Xerox Credit Corporation:
We consent to the use of our report incorporated by reference in this
prospectus and registration statement and to the reference to our firm under the
heading "Experts" in the prospectus.
KPMG LLP
Stamford, Connecticut
June 11, 1999
II-5
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
(1)(a) -- Form of Underwriting Agreement, incorporated by reference to
Exhibit (1)(a) to Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-3, Registration
No. 33-43470.
(1)(b) -- Form of Selling Agency Agreement, incorporated by reference
to Exhibit (1)(b) to Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-3, Registration
No. 33-43470. The form of Selling Agency Agreement is hereby
amended, effective April 9, 1999, by replacing an agent, and
replacing all references to "U.S. $525,000,000" and "Series
B" notes with "U.S. $2,500,000,000" and "Series G" notes,
respectively.
(4)(a) -- Form of Indenture, incorporated by reference to Exhibit
(4)(a) to the Company's Registration Statement on Form S-3,
Registration No. 33-61481.
(4)(b) -- Form of Debt Security, incorporated by reference to Exhibit
(4)(b) to the Company's Registration Statement on Form S-3,
Registration No. 2-72851. The Form of Debt Security is
hereby modified, effective as of April 9, 1999, by replacing
all references to Chemical Bank with Citibank, N.A.
(4)(c) -- Form of Debt Security, incorporated by reference to Exhibit
(4)(c) to the Company's Registration Statement on Form S-3,
Registration No. 2-72851. The Form of Debt Security is
hereby modified, effective as of April 9, 1999, by replacing
all references to Chemical Bank with Citibank, N.A.
(4)(d) -- Form of Debt Security, incorporated by reference to Exhibit
(4)(d) to the Company's Registration Statement on Form S-3,
Registration No. 2-72851. The Form of Debt Security is
hereby modified, effective as of April 9, 1999, by replacing
all references to Chemical Bank with Citibank, N.A.
(4)(e) -- Form of Debt Security, incorporated by reference to Exhibit
(4)(e) to the Company's Registration Statement on Form S-3,
Registration No. 2-72851. The Form of Debt Security is
hereby modified, effective as of April 9, 1999, by replacing
all references to Chemical Bank with Citibank, N.A.
(4)(f) -- Form of Debt Security, incorporated by reference to Exhibit
(4)(f) to the Company's Registration Statement on Form S-3,
Registration No. 2-72851. The Form of Debt Security is
hereby modified, effective as of April 9, 1999, by replacing
all references to Chemical Bank with Citibank, N.A.
(4)(g) -- Form of Debt Security, incorporated by reference to Exhibit
(4) to the Company's Current Report on Form 8-K dated
September 29, 1983. The Form of Debt Security is hereby
modified, effective as of April 9, 1999, by replacing all
references to Chemical Bank with Citibank, N.A.
(4)(h) -- Form of Debt Security, incorporated by reference to Exhibit
(4) to the Company's Current Report on Form 8-K dated March
13, 1984. The Form of Debt Security is hereby modified,
effective as of April 9, 1999, by replacing all references
to Chemical Bank with Citibank, N.A.
(4)(i) -- Form of Debt Security, incorporated by reference to Exhibit
(4) to the Company's Current Report on Form 8-K dated May 2,
1985. The Form of Debt Security is hereby modified,
effective as of April 9, 1999, by replacing all references
to The Bank of New York with Citibank, N.A.
(4)(j) -- Form of Debt Security, incorporated by reference to Exhibit
(4) to the Company's Current Report on Form 8-K dated
January 27, 1987. The Form of Debt Security is hereby
modified, effective as of April 9, 1999, by replacing all
references to The Bank of New York with Citibank, N.A.
</TABLE>
<PAGE> 23
<TABLE>
<S> <C> <C>
(4)(k) -- Form of Debt Security, incorporated by reference to Exhibit (4) to the Company's Current Report on
Form 8-K dated July 27, 1993. The Form of Debt Security is hereby amended, effective April 9, 1999,
by replacing an agent, and replacing all references to "U.S. $650,000,000" and "Series C" notes with
"U.S. $2,500,000,000" and "Series G" notes, respectively.
(4)(l) -- Additional Forms of Debt Securities incorporated by reference to the Company's subsequently filed
reports on Form 8-K.
(5)(a) -- Opinion of Martin S. Wagner, Esq., as to legality of the Debt Securities and certain other legal
matters.*
(12)(a) -- Computation of Ratio of Earnings to Fixed Charges of Xerox Credit Corporation.
(12)(b) -- Computation of Ratio of Earnings to Fixed Charges of Xerox Corporation.
(23)(a) -- Consent of Independent Auditors (see page II).
(23)(b) -- Consent of Martin S. Wagner, Esq. (see Exhibit 5(a)).
(24)(a) -- Certified Resolution of the Board of Directors of Xerox Credit Corporation.*
(24)(b) -- Power of Attorney of Xerox Credit Corporation.*
(25) -- Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 on Form T-1 of
Citibank, N.A., to act as Trustee under the Indenture.*
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
EXHIBIT 12(a)
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES OF THE COMPANY
(IN MILLIONS)
<TABLE>
<CAPTION>
Three Months
Ended March 31, YEAR ENDED DECEMBER 31,
---------------- -----------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Income before income taxes............. $ 35 $ 32 $$ 137 $ 123 $ 123 $ 119 $ 147
----- ----- ------ ----- ----- ----- -----
Fixed Charges:
Interest expense(2)
Xerox debt......................... 8 2 23 3 5 6 5
Other debt......................... 58 57 217 214 199 213 197
----- ----- ------ ----- ----- ----- -----
Total fixed charges............ 66 59 240 217 204 219 202
----- ----- ------ ----- ----- ----- -----
Earnings available for fixed charges... $ 101 $ 91 $$ 377 $ 340 $ 327 $ 338 $ 349
===== ===== ====== ===== ===== ===== =====
Ratio of earnings to fixed charges(1).. 1.53 1.54 1.57 1.57 1.60 1.54 1.73
</TABLE>
- ----------
(1) The ratio of earnings to fixed charges has been computed by dividing
total earnings available for fixed charges by total fixed charges.
(2) Debt has been assigned to discontinued operations based on the net
assets of the discontinued operations and the debt to equity ratios
in accordance with our internal policy. Beginning in 1995, the amount of
interest expense that would have been allocated to discontinued operations
was insignificant and therefore is now being reported within continuing
operations and included in the fixed charges. Discontinued operations
consist of the Company's third-party financing and real estate businesses.
<PAGE> 1
EXHIBIT 12(b)
XEROX CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Three months ended Year ended
March 31, December 31,
(In millions) 1999 1998 1998 1997 1996 1995 1994
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fixed charges:
Interest expense $ 206 $ 177 $ 748 $ 617 $ 592 $ 603 $ 520
Rental expense 35 28 145 140 140 142 170
------------------------------------------------------------------
Total fixed charges
before capitalized
interest and preferred
stock dividends of
subsidiaries 241 205 893 757 732 745 690
Preferred stock dividends
of subsidiaries 14 14 55 50 -- -- --
Capitalized interest -- -- -- -- -- -- 2
------------------------------------------------------------------
Total fixed charges $255 $219 $948 $807 $732 $745 $692
==================================================================
Earnings available for
fixed charges:
Earnings** $ 504 $459 $ 837 $2,268 $2,067 $1,980 $1,602
Less undistributed
income in minority
owned companies (10) (9) (27) (84) (84) (90) (54)
Add fixed charges before
capitalized interest
and preferred stock
dividends of
subsidiaries 241 205 893 757 732 745 690
-------------------------------------------------------------------
Total earnings
available for
fixed charges $735 $655 $1,703 $2,941 $2,715 $2,635 $2,238
==================================================================
Ratio of earnings to
fixed charges(1)(2) 2.88 2.99 1.80* 3.64 3.71 3.54 3.23
==================================================================
</TABLE>
(1) The ratio of earnings to fixed charges has been computed based on the
Company's continuing operations by dividing total earnings available for
fixed charges, excluding capitalized interest and preferred stock dividends
of subsidiaries, by total fixed charges. Fixed charges consist of interest,
including capitalized interest and preferred stock dividends of
subsidiaries, and one-third of rent expense as representative of the
interest portion of rentals. Debt has been assigned to discontinued
operations based on historical levels assigned to the businesses when they
were continuing operations, adjusted for subsequent paydowns. Discontinued
operations consist of the Company's Insurance, Other Financial Services, and
Third Party Financing and Real Estate businesses.
(2) The Company's ratio of earnings to fixed charges includes the effect of the
Company's finance subsidiaries, which primarily finance Xerox equipment.
Financing businesses are more highly leveraged and, therefore, tend to
operate at lower earnings to fixed charges ratio levels than do
non-financial businesses.
* Excluding the effects of the charges recorded in connection with the 1998
restructuring plan, the ratio of earnings to fixed charges would be 3.55.
** Sum of "Income before Income Taxes, Equity Income and Minorities' Interests"
and "Equity in Net Income of Unconsolidated Affiliates."
