Filed pursuant to Rule 424 (b) (5): File No. 33-65293 Pricing Supplement No. 12 dated June 1, 1999 (to Prospectus Supplement dated May 19, 1997 and Prospectus dated May 19, 1997). XTRA, Inc. Series C Medium-Term Notes Due From 9 Months to 30 Years From Date of Issue Guaranteed as to Payment of Principal, Premium, if any, and Interest by XTRA Corporation -------------------------------- Original Issue Date: June 4, 1999 Principal amount: $10,000,000.00 Book Entry: DTC CUSIP# 98413T DN 8 Certificated: N/A Interest Rate (if fixed rate): N/A Stated Maturity: June 4, 2002 Issue price (as a percentage of principal amount): 99.65 Selling Agent's commission (%): .35% Purchasing Agent's discount or commission (%): N/A Net Proceeds to the Company (%): $9,965,000.00 Initial Redemption Date (if any): 6/4/02 Redemption Prices: 100.00 Interest Payment Dates: Monthly on the 4th day of each month Regular Record Dates: 15 days prior to the Interest Payment Date Floating Rate Notes: Interest Rate basis (if floating): ____ Commercial Paper ____ Prime Rate X LIBOR (TELE 3750) ---- ____ Treasury Rate ____ CD Rate ____ Federal Funds Rate ____ Other Index Maturity: 1 Month Spread: 61 basis points Spread Multiplier: N/A Maximum Interest Rate: N/A Minimum Interest Rate: N/A Interest Reset Date: Monthly on the 4th day of each month Initial Interest Rate: 5.565% (to be used for the Initial Interest Payment due July 4, 1999) Interest Determination Date (s): 2 London/NY business days prior to the Interest Reset Date Calculation Date (s): Same as Interest Determination Date Calculation Agent: State Street Bank Use of Proceeds: The proceeds of the Note will be used to repay in part outstanding short-term commercial paper obligations, supported by a Revolving Credit and Term Loan Agreement with Bank of America, National Trust and Savings Association, as Agent. The maturity date of the revolving period under the Revolving Credit Agreement is June 30, 1999, with final maturity of the term period on June 30, 2004. The current interest rate on borrowings to be repaid is 5.05%. Borrowings being repaid will be used to finance capital expenditures and general working capital needs. Clarification: The Second Supplemental Indenture referred to in the Prospectus Supplement dated as of May 19, 1997 among XTRA, Inc., XTRA Corporation, as Guarantor, and State Street Bank and Trust Company, as Trustee, is dated as of May 16, 1997.