1 Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1745 (2/92) Page 1 of 4 pages
OMB APPROVAL UNITED STATES OMB number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1994 WASHINGTON, D.C. 20549 Estimated average burden hours per response . . . 14.90 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* XEROX CORP. (Name of Issuer) COMMON (Title of Class of Securities) 984121103 (CUSIP Number) 2 CUSIP No. 984121103 13G Page 2 OF 4 PAGES NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE CAPITAL GROUP, INC. 86-0206507 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [ ] (b) [ ] SEC USE ONLY 3 CITIZENSHIP OR PLACE OF ORGANIZATION 4 DELAWARE SOLE VOTING POWER 5 NUMBER OF 1,083,380 SHARES SHARED VOTING POWER BENEFICIALLY 6 NONE OWNED BY EACH SOLE DISPOSITIVE POWER 7 REPORTING 7,295,180 PERSON SHARED DISPOSITIVE POWER WITH 8 NONE AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 7,295,180 Beneficial ownership disclaimed pursuant to Rule 13d-4 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 7.02% TYPE OF REPORTING PERSON* 12 HC *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 4 pages 3 CUSIP No. 984121103 13G Page 3 OF 4 PAGES NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CAPITAL RESEARCH AND MANAGEMENT COMPANY 95-1411037 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [ ] (b) [ ] SEC USE ONLY 3 CITIZENSHIP OR PLACE OF ORGANIZATION 4 DELAWARE SOLE VOTING POWER 5 NUMBER OF NONE SHARES SHARED VOTING POWER BENEFICIALLY 6 NONE OWNED BY EACH SOLE DISPOSITIVE POWER 7 REPORTING 5,882,000 PERSON SHARED DISPOSITIVE POWER WITH 8 NONE AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 5,882,000 Beneficial ownership disclaimed pursuant to Rule 13d-4 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 5.66% TYPE OF REPORTING PERSON* 12 IA *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 4 pages 4 Page 4 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 Fee enclosed [ ] or Amendment No. 1 Item 1(a) Name of Issuer: Xerox Corp. Item 1(b) Address of Issuer's Principal Executive Offices: P.O. Box 1600 800 Long Ridge Road Stamford, CT 06904 Item 2(a) Name of Person(s) Filing: The Capital Group, Inc. and Capital Research and Management Company Item 2(b) Address of Principal Business Office: 333 South Hope Street Los Angeles, CA 90071 Item 2(c) Citizenship: N/A Item 2(d) Title of Class of Securities: Common Item 2(e) CUSIP Number: 984121103 Item 3 The person(s) filing is(are): (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (e) [x] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (g) [x] Parent Holding Company in accordance with Section 240.13d-1(b)(1)(ii)(G). Item 4 Ownership (a) Amount Beneficially Owned: See item 9, pg. 2 and 3 (b) Percent of Class: See item 11, pg. 2 and 3 (c) Number of shares as to which such person has: i) sole power to vote or to direct the vote See item 5, pg. 2 and 3 ii) shared power to vote or to direct the vote None iii) sole power to dispose or to direct the disposition of See item 7, pg. 2 and 3 iv) shared power to dispose or to direct the disposition of None - beneficial ownership disclaimed pursuant to Rule 13d-4 Item 5 Ownership of 5% or Less of a Class: N/A Item 6 Ownership of More than 5% on Behalf of Another Person: N/A Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company (1) Capital Research and Management Company is an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 and is a wholly owned subsidiary of The Capital Group, Inc. (2) Capital Guardian Trust Company is a Bank as defined in Section 3(a)(6) of the Act and a wholly owned subsidiary of The Capital Group, Inc. (3) Capital International Limited (CIL) does not fall within any of the categories described in Rule 13d-1-(b)(ii)(A-F) but its holdings of any reported securities come within the five percent limitation as set forth in a December 15, 1986 no-action letter from the Staff of the Securities and Exchange Commission to The Capital Group, Inc. CIL is a wholly owned subsidiary of The Capital Group, Inc. (4) Capital International Research and management, Inc. dba Capital International, Inc. is an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 and is a wholly owned subsidiary of The Capital Group, Inc. Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of the Group: N/A Item 10 Certification By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 11, 1994 Signature: /s/ Philip de Toledo Name/Title: Philip de Toledo, Vice President and Treasurer The Capital Group, Inc. Date: February 11, 1994 Signature: /s/ Paul G. Haaga, Jr. Name/Title: Paul G. Haaga, Jr., Senior Vice President Capital Research and Management Company 5 AGREEMENT Los Angeles, California February 11, 1994 Capital Research and Management Company ("CRMC") and The Capital Group, Inc. ("CG") hereby agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934 (the "Act") in connection with their beneficial ownership of common stock issued by Xerox Corp. CRMC and CG state that they are both entitled to individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act. Both CRMC and CG are responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but neither is responsible for the completeness or accuracy of the information concerning the other. CAPITAL RESEARCH AND MANAGEMENT COMPANY BY: /s/ Paul G. Haaga, Jr. Paul G. Haaga, Jr. Senior Vice President THE CAPITAL GROUP, INC. BY: /s/ Philip de Toledo Philip de Toledo Vice President and Treasurer EXHIBIT A