SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant [   ]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

[   ]

Preliminary Consent Solicitation Statement

[   ]

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[   ]

Definitive Proxy Statement

[   ]

Definitive Additional Materials

[X]	Soliciting Material Pursuant to § 240.14a-12

Xerox Corporation

(Name of Registrant as Specified In Its Charter)

CARL ICAHN

ICAHN PARTNERS LP

ICAHN PARTNERS MASTER FUND LP

ICAHN ENTERPRISES G.P. INC.

ICAHN ENTERPRISES HOLDINGS L.P.

IPH GP LLC

ICAHN CAPITAL L.P.

ICAHN ONSHORE LP

ICAHN OFFSHORE LP

BECKTON CORP.

HIGH RIVER LIMITED PARTNERSHIP

HOPPER INVESTMENTS LLC

BARBERRY CORP.

JONATHAN CHRISTODORO

KEITH COZZA

JAFFREY (JAY) A. FIRESTONE

RANDOLPH C. READ

DARWIN DEASON

MENDA CONSULTING LLC

GIOVANNI VISENTIN

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X]	No fee required.

[   ]

Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

On March 14, 2018, Carl Icahn and affiliated entities filed an Amendment to their Schedule 13D relating to Xerox Corporation, a copy of which is filed herewith as Exhibit 1.

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL ICAHN, DARWIN DEASON AND THEIR RESPECTIVE AFFILIATES FROM THE SHAREHOLDERS OF XEROX CORPORATION IN CONNECTION WITH THE PROPOSED TRANSACTIONS BETWEEN XEROX CORPORATION AND FUJIFILM HOLDINGS CORPORATION (THE "TRANSACTION") AND/OR FOR USE AT THE 2018 ANNUAL MEETING OF SHAREHOLDERS OF XEROX CORPORATION (THE "ANNUAL MEETING") WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY RELATED TO THE TRANSACTION AND/OR THE ANNUAL MEETING WILL BE MAILED TO SHAREHOLDERS OF XEROX CORPORATION AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED BELOW IN THIS SCHEDULE 14A (THE "SCHEDULE 14A"). EXCEPT AS OTHERWISE DISCLOSED IN THE SCHEDULE 14A, THE PARTICIPANTS HAVE NO INTEREST IN XEROX CORPORATION OTHER THAN THROUGH THE BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK, $1.00 PAR VALUE, OF XEROX CORPORATION.

*****

PARTICIPANTS

The participants in the solicitation of proxies (the "Participants") from stockholders of Xerox Corporation (the "Corporation") include the following: High River Limited Partnership ("High River"), Hopper Investments LLC ("Hopper"), Barberry Corp. ("Barberry"), Icahn Partners Master Fund LP ("Icahn Master"), Icahn Offshore LP ("Icahn Offshore"), Icahn Partners LP ("Icahn Partners"), Icahn Onshore LP ("Icahn Onshore"), Icahn Capital LP ("Icahn Capital"), IPH GP LLC ("IPH"), Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"), Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), Beckton Corp. ("Beckton"), and Carl C. Icahn, a citizen of the United States of America.

The principal business address of each of (i) High River, Icahn Offshore, Icahn Partners, Icahn Master, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, and (ii) Mr. Icahn, Barberry and Hopper is c/o Icahn Capital LP, 767 Fifth Avenue, 47th Floor, New York, NY 10153.

Icahn Partners, Icahn Master and High River (collectively, the "Icahn Parties") are entities controlled by Carl C. Icahn. Barberry is the sole member of Hopper, which is the general partner of High River. Icahn Offshore is the general partner of Icahn Master. Icahn Onshore is the general partner of Icahn Partners. Icahn Capital is the general partner of each of Icahn Offshore and Icahn Onshore. Icahn Enterprises Holdings is the sole member of IPH, which is the general partner of Icahn Capital. Beckton is the sole stockholder of Icahn Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the Icahn Parties. In addition, Mr. Icahn is the indirect holder of approximately 91.0% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings.

The Icahn Parties are deemed to beneficially own, in the aggregate, 23,456,087 shares of common stock, $1.00 par value, issued by Xerox Corporation (the "Shares"), representing approximately 9.21% of the Corporation's outstanding Shares (based upon the 254,673,473 Shares stated to be outstanding as of January 31, 2018 by the Corporation in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on February 23, 2018).

High River has sole voting power and sole dispositive power with regard to 4,691,218 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 11,130,555 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 7,634,314 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.

Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the "Act") the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.

The Icahn Parties have agreed to act in concert with Mr. Darwin Deason and his affiliates with respect to the solicitation of proxies in connection with the proposed transactions between the Corporation and FUJIFILM Holdings Corporation (the "Transaction") and/or for use at the 2018 Annual Meeting of Shareholders of the Corporation (the "Annual Meeting"). Based on the foregoing, the Icahn Parties and Mr. Deason and his affiliates have formed a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). The group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) all of the Shares beneficially owned by the Icahn Parties and all of the Shares beneficially owned by Mr. Deason and his affiliates. Such group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), in the aggregate, 38,778,428 Shares (including 6,741,572 Shares issuable upon the conversion of 180,000 shares of Xerox Series B Convertible Perpetual Preferred Stock, par value $1.00 per share, owned by Mr. Deason and his affiliates), constituting approximately 15.23% of the Shares outstanding (based upon the 254,673,473 Shares stated to be outstanding as of January 31, 2018 by the Corporation in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on February 23, 2018). However, the Icahn Parties expressly disclaim beneficial ownership of the 15,322,341 Shares beneficially owned by Mr. Deason and his affiliates (including the 6,741,572 Shares issuable upon the conversion of 180,000 shares of Xerox Series B Convertible Perpetual Preferred Stock, par value $1.00 per share, owned by Mr. Deason and his affiliates). The Icahn Parties expressly retain the sole voting and investment power of the Shares that the Icahn Parties beneficially own.

The Participants may also include Jonathan Christodoro, Keith Cozza, Jaffrey (Jay) A. Firestone and Randolph C. Read. Mr. Cozza is an employee of Icahn Enterprises and Mr. Christodoro is a former employee of Icahn Capital. From time to time, Messrs. Cozza, Christodoro and Firestone have served on the boards of directors of entities in which Mr. Icahn and/or his affiliates have an interest. In such situations where Mr. Icahn does not control such entities, Messrs. Cozza, Christodoro and Firestone receive customary director compensation from such entities (which may include cash fees, equity awards, reimbursement of travel expenses, indemnification and the like). Mr. Christodoro owns beneficially 8,554 of the Corporation's deferred stock units, but otherwise Mr. Christodoro does not own beneficially any Shares. Messrs. Cozza, Firestone and Read do not own beneficially any Shares. Messrs. Christodoro, Firestone and Read are each party to an agreement pursuant to which Icahn Capital has agreed to pay certain fees to such individual and to indemnify such individual with respect to certain costs incurred by such individual in connection with the solicitations of proxies from stockholders of the Corporation. Messrs. Christodoro, Cozza, Firestone and Read will not otherwise receive any special compensation in connection with the solicitations of proxies from stockholders of the Corporation.

The principal business address of Mr. Deason is c/o Deason Capital Services, LLC, 5956 Sherry Ln, Suite 800, Dallas, TX 75225.

In addition, the Participants may include Darwin Deason. Mr. Deason is Chairman of Deason Capital Services, LLC. Mr. Deason owns beneficially 15,322,341 Shares, including 6,741,572 Shares issuable upon the conversion of 180,000 shares of Xerox Series B Convertible Perpetual Preferred Stock, par value $1.00 per share. Mr. Deason will not otherwise receive any special compensation in connection with the solicitations of proxies from stockholders of the Corporation.

The Participants may also include Menda Consulting LLC ("Menda") and its principal Giovanni Visentin. Menda is party to an agreement pursuant to which the Icahn Parties have agreed to pay certain fees to Menda and to indemnify and hold harmless Menda and Mr. Visentin with respect to certain costs incurred in connection with the solicitations of proxies from stockholders of the Corporation. The Icahn Parties believe the anticipated cost of engaging Menda and Mr. Visentin to assist in the solicitations of proxies from stockholders of the Corporation will be approximately $300,000 to $500,000. Menda and Mr. Visentin will not otherwise receive any special compensation in connection with the solicitation of proxies from stockholders of the Corporation.

Neither Menda nor Mr. Visentin own beneficially any Shares. The principal business address of Menda and Mr. Visentin is 65 Winthrop Drive, Riverside, Connecticut 06878.

 

 

 

 

 

Contact:
Icahn Capital LP Susan Gordon (212) 702-4309

 

 

 

CONSULTING & AGENCY AGREEMENT

CONSULTING & AGENCY AGREEMENT (this "Agreement") dated and effective as of March 13, 2018 (the "Effective Date"), between Menda Consulting LLC ("Consultant"), on the one hand, and each of the other persons or entities listed on the signature pages hereto (the "Icahn Group", and together with Consultant, collectively, the "Parties").

WHEREAS, the Icahn Group collectively beneficially owns, in the aggregate, 23,456,087 shares of Common Stock, $1 par value ("Common Shares"), issued by Xerox Corporation ("Xerox");

WHEREAS, the Icahn Group previously nominated, and may further nominate, certain individuals (the "Nominees") for election to the Board of Directors of Xerox (the "Board") at the 2018 annual meeting of shareholders of Xerox (the "Annual Meeting"), or a special meeting of shareholders of Xerox called for a similar purpose;

WHEREAS, the Icahn Group has announced its intention to solicit proxies from shareholders of Xerox for (i) the Annual Meeting (the "Director Election Proxy Solicitation") and (ii) a special meeting of shareholders of Xerox (the "Special Meeting" and, together with the Annual Meeting, the "Meetings") called for the purpose of voting on the issuance of additional Common Shares and adoption of a Certificate of Amendment to Xerox's Certificate of Incorporation in connection with a proposed transaction (the "Proposed Transaction") between FUJIFILM Holdings Corporation ("Fuji") and Xerox (the "Proposed Transaction Proxy Solicitation" and, together with the Director Election Proxy Solicitation, the "Proxy Solicitations"); and

WHEREAS, the Icahn Group wishes to engage Consultant to advise, consult with and act as an agent of the Icahn Group in connection with the Proxy Solicitations;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the Parties hereby agree as follows:

Upon the terms and conditions hereinafter set forth, the Icahn Group hereby engages Consultant, and Consultant hereby agrees to become so engaged, as an independent contractor to render the Consulting Services (as defined below in Section 1(b)) relating to the Meetings. Consultant hereby agrees to perform the Consulting Services. Consultant's services pursuant to this Agreement shall be rendered by Consultant's principal, Giovanni Visentin ("Visentin").

Consultant is engaged to assist in the Proxy Solicitations for the Meetings. Consultant's duties in connection therewith shall be: rendering strategic and financial advice, including in connection with preparation of research reports and solicitation materials; exploration of strategic alternatives for Xerox; in person and/or telephonic presentations to Xerox shareholders, analysts and proxy advisory firms, in each case wherever located; attending in person and/or telephonic meetings with members of management and/or the board of directors of Xerox and/or Fuji, in each case wherever located; those tasks incidental to the Proxy Solicitations; serving as a Nominee in the event the Icahn Group submits additional Nominees for election to the Board at the Annual Meeting (or a special meeting of shareholders of Xerox called for a similar purpose); and such other reasonably related services as may be reasonably requested by the Icahn Group (which may include, without limitation, testifying or providing evidence in any litigation or proceeding brought in connection with the Proxy Solicitations). The foregoing services set forth in this Section 1(b) shall be collectively referred to herein as the "Consulting Services".

 

Consultant undertakes to perform the Consulting Services as specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement or be enforceable against Consultant. Consultant shall perform the Consulting Services diligently and in a professional and workmanlike manner to meet the results and accomplish the tasks reasonably requested by the Icahn Group. Consultant agrees that in performing the Consulting Services pursuant to this Agreement, neither Consultant nor Visentin will knowingly or intentionally breach any obligation to which Consultant or Visentin is bound.

In rendering performance under this Agreement, Consultant is acting solely as an independent contractor. No member of the Icahn Group undertakes by this Agreement or otherwise to perform any obligation of Consultant, whether by regulation or contract. Although Consultant shall act as an agent of the Icahn Group with respect to the Proxy Solicitations, Consultant shall not have, or hold himself out as having, any power or authority to bind or commit any member of the Icahn Group or any of their affiliates in any respect. Consultant agrees that Consultant will not engage in any act in violation of, or inconsistent with, the foregoing. This Agreement is not intended to and does not create any partnership or other venture between the parties hereto.

The engagement of Consultant hereunder shall commence on the Effective Date and shall continue through, and terminate upon, the later of (i) final conclusion of the Special Meeting and (ii) final conclusion of the Annual Meeting (the "Expiration Date"), in each case unless earlier terminated in accordance with Section 4 of this Agreement (the "Term").

The sole and only consideration or benefits payable to Consultant in connection with and under this Agreement are the payments, acknowledgements and benefits explicitly set forth in this Agreement, and Consultant hereby acknowledges and agrees that no member of the Icahn Group nor any of their respective officers, employees or affiliates, nor any of the Nominees, has, or shall be deemed to have, offered any other payment, fee, benefit, insurance, compensation, royalty or other obligation to Consultant in any respect in connection with this Agreement, the Consulting Services or the Proxy Solicitations. For performing the Consulting Services during the Term, Consultant shall be compensated in the following manner:

During the Term, the Icahn Group shall compensate Consultant on the terms set forth in Schedule A.

The Icahn Group will not withhold any amounts from the fees paid to Consultant hereunder. Consultant will be solely responsible for the payment of all customary income taxes, employment taxes and any other taxes or assessments associated with any payments made to Consultant under this Agreement, whether in the United States or anywhere else in the world. Consultant agrees to indemnify, defend and hold the Icahn Group harmless for Consultant's failure to pay any such taxes, assessments, fines or penalties, whether such taxes, assessments, fines or penalties are owed in the United States or anywhere else in the world.

Consultant shall be entitled to reimbursement from the Icahn Group periodically, upon request, for all reasonable documented out-of-pocket expenses related to the performance of the Consulting Services. Generally, these expenses include travel costs, document production and other expenses of this type. The Icahn Group agrees that it will reimburse Visentin for first-class travel in connection with flights directed or approved by the Icahn Group or flights Consultant has advised the Icahn Group about in advance. Consultant shall invoice the Icahn Group, within ten (10) business days following the conclusion of each calendar week, for such expenses. Upon receipt of the invoice by the Icahn Group, full reimbursement shall be paid to Consultant within five (5) business days.

 

This Agreement shall terminate (subject to Section 12(g) below) and the Term and the engagement of Consultant hereunder shall end, on the first to occur of any of the following (each a "Termination Event"):

(a)	The Expiration Date;

(b)	The termination of this Agreement by Consultant or the Icahn Group, in each case with or without cause;

(c)	The withdrawal, abandonment or termination of the Proxy Solicitations by the Icahn Group, whether due to a settlement with Xerox or otherwise.

For the avoidance of doubt, each of Consultant and the Icahn Group may terminate this Agreement at any time, for any reason or no reason, with or without cause.

In the event of termination of this Agreement, all rights of Consultant under this Agreement, including all rights to any payments, fees or compensation shall end; provided, however, that Consultant shall remain entitled to (i) any base fees accrued pursuant to Section 3(a) but not yet paid on or prior to such date of termination and (ii) reimbursement for reasonable documented out-of-pocket expenses already incurred and related to the performance of the Consulting Services in accordance with Section 3(c).

In the event that Consultant is requested (by interrogatory, subpoena, deposition, civil investigation demand or other similar legal process) to disclose any Confidential Information of any member of the Icahn Group or any other shareholder, it is agreed that Consultant will, to the extent permitted under applicable law, provide such member of the Icahn Group or any other shareholder with prompt notice of any such request or requirement so that such member of the Icahn Group or any other shareholder may either seek an appropriate protective order or waive, in its sole and absolute discretion, Consultant's compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, Consultant is compelled in the opinion of its legal counsel to disclose any Confidential Information, Consultant may disclose only that portion of the Confidential Information that Consultant is so compelled to disclose. In any event, Consultant will not oppose action by any member of the Icahn Group or any other shareholder in any such proceeding to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information of such member of the Icahn Group or any other shareholder and will otherwise cooperate with any reasonable request of any member of the Icahn Group or any other shareholder in any such proceeding.

 

 

Consultant acknowledges that Consultant is aware that the United States securities laws, among other things, prohibit persons who are in possession of material, non-public information concerning a company, including the matters which are the subject of this Agreement and the Icahn Group and any other shareholder, from purchasing or selling securities of such company and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase and sell such securities, and Consultant agrees to comply fully with such and other similar laws.

The Icahn Group acknowledges that they have engaged Consultant to perform the Consulting Services on a non-exclusive basis. Consultant agrees to devote the amount of time to performance of the Consulting Services as may reasonably be agreed between Consultant and the Icahn Group; provided, however, that during the Term, Consultant may perform and render services on a non-exclusive basis for third-parties (the "Other Engagements"). For the avoidance of doubt, nothing in this Agreement shall prevent Consultant from engaging in other business activities and/or performing services for other entities during the Term.

The Icahn Group agrees it will attempt to provide Consultant with reasonable advance notice of travel expectations and appointments in connection with the Proxy Solicitations and will make reasonable efforts to coordinate scheduling and logistical matters with Consultant's existing obligations related to the Other Engagements.

 

 

 

 

 

Following the execution of this Agreement, within thirty (30) days of receipt of an invoice, the Icahn Group will promptly pay directly to Consultant's attorneys, Schulte Roth & Zabel LLP, all reasonable attorneys' fees and costs that Consultant incurred in the negotiation, drafting and execution of this Agreement. Such fees and costs shall be deemed reasonable if they do not exceed thirty-five thousand dollars ($35,000).

If to the Icahn Group:

Icahn Capital LP
767 Fifth Avenue, 47^th Floor
New York, New York 10153
Attention:  Jesse Lynn; Louis Pastor

If to Consultant:

Giovanni Visentin
Email:  JGVisentin@gmail.com

With copy to:

Schulte Roth & Zabel
919 Third Avenue
New York, NY 10022
Attention:  Ronald Richman

 

 

IN WITNESS WHEREOF, the parties hereto have signed this Agreement effective as of the day and year first above written.

THE ICAHN GROUP:

MR. CARL C. ICAHN

/s/ Carl C. Icahn
Carl C. Icahn

 

HIGH RIVER LIMITED PARTNERSHIP

HOPPER INVESTMENTS LLC

 

BARBERRY CORP.

 

 

 

 

 

Signature Page to Consulting & Agency Agreement – 2018 Xerox Proxy Solicitations

ICAHN PARTNERS LP

ICAHN PARTNERS MASTER FUND LP

ICAHN ENTERPRISES G.P. INC.

 

ICAHN ENTERPRISES HOLDINGS L.P.

 

IPH GP LLC

 

 

 

 

Signature Page to Consulting & Agency Agreement – 2018 Xerox Proxy Solicitations

ICAHN CAPITAL LP

ICAHN ONSHORE LP

 

ICAHN OFFSHORE LP

BECKTON CORP

 

 

 

 

 

Signature Page to Consulting & Agency Agreement – 2018 Xerox Proxy Solicitations

CONSULTANT:

MENDA CONSULTING LLC

 

Signature Page to Consulting & Agency Agreement – 2018 Xerox Proxy Solicitations