SEC FORM
3
SEC Form 3
FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL |
OMB Number: |
3235-0104 |
Estimated average burden |
hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
C/O XEROX CORPORATION |
P.O. BOX 1600 / 800 LONG RIDGE ROAD |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/01/2004
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3. Issuer Name and Ticker or Trading Symbol
XEROX CORP
[ XRX ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
X |
Officer (give title below) |
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Other (specify below) |
Vice President |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Beneficially Owned |
1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Common Stock |
9,306 |
D |
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Common Stock |
2.595 |
I |
Employee Stock Ownership |
Incentive Stock Rights |
19,000
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D |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option |
01/01/2003
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12/31/2011 |
Common Stock |
7,000 |
5.87 |
D |
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Stock Option |
01/01/2003
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12/31/2012 |
Common Stock |
28,100 |
5.87 |
D |
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Stock Option |
01/01/2004
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12/31/2012 |
Common Stock |
28,100 |
7.885 |
D |
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Stock Option |
01/01/2005
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12/31/2011 |
Common Stock |
25,000 |
13.685 |
D |
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Stock Option |
01/01/2005
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12/31/2011 |
Common Stock |
6,000 |
15.205 |
D |
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Explanation of Responses: |
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K.W. Fizer, Attorney-in Fact |
10/12/2004 |
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** Signature of Reporting Person |
Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
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POWER OF ATTORNEY
The undersigned hereby authorizes each of L. F. Varon, K. W. Fizer and S.K. Lee, with full power to act alone,
to file one or more beneficial ownership reports on behalf of the undersigned disclosing
the undersigned's beneficial ownership of securities of Xerox Corporation, and amendments thereto,
pursuant to the requirements of the Securities Exchange Act of 1934, as amended, which reports
and amendments shall contain such information as either L. F. Varon, K. W. Fizer or S. K. Lee
deems appropriate. The undersigned hereby appoints each of L. F. Varon, K. W. Fizer and
S. K. Lee as attorneys-in-fact, with full powers to act alone, to execute such Forms and any and
all amendments thereto in the name and on behalf of the undersigned and to file with the
Securities and Exchange Commission a form of this Power of Attorney, hereby granting to said attorneys,
and each of them, full power and authority to do and perform each and every act and thing whatsoever
that said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the
8th day of October,2004.
/s/John E. McDermott