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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
August 9, 2002
XEROX CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-4471 16-0468020
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
800 Long Ridge Road
P. O. Box 1600
Stamford, Connecticut 06904-1600
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code:
(203) 968-3000
Not Applicable
(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure.
Registrant today submitted to the Securities and Exchange Commission the
sworn statements of Registrant's Principal Executive Officer and Principal
Financial Officer required by the Commission's Order No. 4-460 pursuant to
Section 21 (a)(1) of the Securities Exchange Act of 1934, as amended.
Copies of the sworn statements are attached hereto as Exhibits 99.1 and 99.2.
____________________________________________________________________________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly authorized this report to be signed on its behalf
by the undersigned duly authorized.
XEROX CORPORATION
/s/ LESLIE F. VARON
----------------------------
By: Leslie F. Varon
Vice President and Secretary
Date: August 9, 2002
EXHIBIT INDEX
Exhibit 99.1 Statement Under Oath dated August 9, 2002 of Principal
Executive Officer.
Exhibit 99.2 Statement Under Oath dated August 9, 2002 of Principal
Financial Officer.
EXHIBIT 99.1
OMB Number: 3235-0569
Expires: January 31, 2003
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL
FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO
EXCHANGE ACT FILINGS
I, Anne M. Mulcahy, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) of Xerox Corporation (the "Company"),
state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of the Company and, except as corrected or supplemented
in a subsequent covered report:
-- no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
-- no covered report omitted to state a material fact necessary
to make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of
the date on which it was filed)
(2) I have reviewed the contents of this statement with the Company's
audit committee.
(3) In this statement under oath, each of the following, if filed on
or before the date of this statement, is a "covered report":
-- Annual Report on Form 10-K for fiscal year ended
December 31, 2001 of the Company (filed June 28, 2002);
-- all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of the Company filed with the
Commission subsequent to the filing of the Form 10-K
identified above; and
-- any amendments to any of the foregoing.
/s/ ANNE M. MULCAHY Subscribed and sworn to
Anne M. Mulcahy before me this 9th day of
August 9, 2002 August, 2002.
/s/ BARBARA K. FOWLER
Notary Public
My Commission Expires:
March 31, 2007
EXHIBIT 99.2
OMB Number 3235-0569
Expires: January 31, 2003
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL
FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO
EXCHANGE ACT FILINGS
I, Lawrence A. Zimmerman, Senior Vice President and Chief Financial
Officer (Principal Financial Officer) of Xerox Corporation (the
"Company"), state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of the Company and, except as corrected or supplemented
in a subsequent covered report:
-- no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
-- no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of
the date on which it was filed)
(2) I have reviewed the contents of this statement with the Company's
audit committee.
(3) In this statement under oath, each of the following, if filed on
or before the date of this statement, is a "covered report":
-- Annual Report on Form 10-K for fiscal year ended
December 31, 2001 of the Company (filed June 28, 2002);
-- all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of the Company filed with the
Commission subsequent to the filing of the Form 10-K
identified above; and
-- any amendments to any of the foregoing.
/s/ LAWRENCE A. ZIMMERMAN Subscribed and sworn to
Lawrence A. Zimmerman before me this 9th day of
August 9, 2002 August, 2002.
/s/ BARBARA K. FOWLER
Notary Public
My Commission Expires:
March 31, 2007