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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGES
ACT OF 1934
For the fiscal year ended December 31, 1996
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 of (I.R.S. Employer
Incorporation or Organization) Identification No.)
800 Long Ridge Road, Stamford, Connecticut 06904
(Address of Principal Executive Offices) (Zip Code)
(203) 968-3000
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
- ------------------- ---------------------
Common Stock, $1 par value New York Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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: (X) No: ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ( )
The aggregate market value of the voting stock of the registrant held by non-
affiliates as of May 30, 1997 was: $21,969,340,806
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:
Class Outstanding at May 31, 1997
- ----- ---------------------------
Common Stock, $1 Par Value 324,270,713 Shares
Documents Incorporated By Reference
-----------------------------------
Portions of the following documents are incorporated herein by reference:
Part of 10-K in
Document Which Incorporated
- -------- ------------------
Xerox Corporation 1996 Annual Report to Shareholders I & II
Xerox Corporation Notice of 1997 Annual Meeting of III & IV
Shareholders and Proxy Statement (to be filed not
later than 120 days after the close of the fiscal
year covered by this report on Form 10-K).
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Market Information, Holders and Dividends
- -----------------------------------------
The information set forth under the following captions on the indicated pages
of the Company's 1996 Annual Report to Shareholders is hereby incorporated by
reference in this document in answer to this Item:
Caption Page No.
------- --------
Stock Listed and Traded 71
Dividends and Stock Prices 71
Eleven Years in Review - Common Shareholders
of Record at Year-End 70 and 71
Recent Sales of Unregistered Securities
- ---------------------------------------
During the quarter ended December 31, 1996, Registrant issued the following
securities in transactions which were not registered under the Securities Act
of 1933, as amended ("Act"):
(a) Securities Sold: On October 1, 1996 Registrant issued 2,046 shares of
Common Stock, par value $1 per share.
(b) No underwriters participated. The shares were issued to each of the non-
employee Directors of Registrant: A. A. Johnson, B. R. Inman, V. E. Jordan,
Jr., Y. Kobayashi, H. Kopper, R. S. Larsen, J. D. Macomber, G. J. Mitchell, N.
J. Nicholas, Jr., J. E. Pepper, M. R. Seger and T. C. Theobald.
(c) The shares were issued at a deemed purchase price of $53.625 per share
(aggregate price $109,716.75), based upon the market value on the date of
issuance, in payment of the quarterly Directors' fees pursuant to Registrant's
Restricted Stock Plan For Directors.
(d) Exemption from registration under the Act was claimed based upon Section
4(2) as a sale by an issuer not involving a public offering.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
XEROX CORPORATION
BY: /s/ MARTIN S. WAGNER
--------------------------
Martin S. Wagner
Assistant Secretary
Dated: June 19, 1997