UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 2 TO FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to___________
Commission File Number 1-4471
XEROX CORPORATION
(Exact name of registrant as
specified in its charter)
New York 16-0468020 _
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
P.O. Box 1600
Stamford, Connecticut 06904-1600
(Address of principal executive offices) (Zip Code)
(203) 968-3000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at October 31, 2001
Common Stock, par value $1 per share 719,988,021 shares
This document consists of 4 pages.
Xerox Corporation
Form 10-Q/A
Amendment No. 2 to Form 10-Q
September 30, 2001
Explanation of amendment:
Registrant is filing this Amendment No. 2 to its Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2001 initially filed with the
Securities and Exchange Commission on November 13, 2001 solely to (i) correct
the results of votes cast upon the election of directors for the ensuing year
and (ii) include the results of votes cast upon the shareholder proposal
relating to discretionary voting under the heading "Submission of Matters to a
Vote of Security Holders" in Item 4 of Part II. Except as so amended and
except as amended by Amendment No. 1 to Registrant's 2001 Form 10-Q for the
quarterly period ended September 30, 2001 filed with the Securities and
Exchange Commission on November 15, 2001, no attempt has been made in this
Amendment No. 2 to update Registrant's disclosures for events subsequent to
November 15, 2001.
Table of Contents
Page
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders 3
Signatures 4
For additional information about The Document Company Xerox, please visit our
World-Wide Web site at www.xerox.com/investor. Any information on or linked
from the website is not incorporated by reference into the form 10-Q/A.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Xerox Corporation was duly
called and held on August 28, 2001 at Sheraton Stamford, 2701 Summer Street,
Stamford, Connecticut.
Proxies for the meeting were solicited on behalf of the Board of Directors of
the Registrant pursuant to Regulation 14A of the General Rules and Regulations
of the Commission. There was no solicitation in opposition to the Board of
Directors' nominees for election as directors as listed in the Proxy
Statement, and all nominees were elected.
At the meeting, votes were cast upon the election of directors as described in
the Proxy Statement for the meeting (filed with the Commission pursuant to
Regulation 14A and incorporated herein by reference) as follows:
Proposal 1 - Election of directors for the ensuing year.
Name For Withheld Vote
Paul A. Allaire 597,265,893 35,970,997
Antonia Ax:son Johnson 603,352,563 29,884,327
Vernon E. Jordan, Jr. 591,813,952 41,422,937
Yotaro Kobayashi 604,829,289 28,407,601
Hilmar Kopper 604,134,385 29,102,505
Ralph S. Larsen 604,221,664 29,015,225
George J. Mitchell 583,821,921 49,414,969
Anne M. Mulcahy 605,753,850 27,483,040
N. J. Nicholas, Jr. 603,752,289 29,484,601
John E. Pepper 604,517,728 28,719,162
Barry D. Romeril 596,083,897 37,152,993
Martha R. Seger 603,551,764 29,685,126
Thomas C. Theobald 602,811,655 30,425,235
Proposal 2 - Shareholder proposal relating to discretionary voting.
For - 78,276,286
Against - 346,284,543
Abstain - 14,366,463
Broker Non-vote 194,309,597
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
XEROX CORPORATION
(Registrant)
/s/ Gary R. Kabureck
_____________________________
Date: December 13, 2001 By Gary R. Kabureck
Assistant Controller and
Chief Accounting Officer
(Principal Accounting Officer)