SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
June 19, 2003
XEROX CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-4471 16-0468020
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
800 Long Ridge Road
P. O. Box 1600
Stamford, Connecticut 06904-1600
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code:
(203) 968-3000
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
Registrant set pricing after the close of market on June 19, 2003 on the
issuance of new common stock, mandatory convertible preferred stock and
senior unsecured notes. Registrant also said that it finalized the terms of a
new revolving credit facility.
Upon the closing of these transactions, Registrant will complete its
recapitalization plan announced earlier this month. This financing will de-
lever the balance sheet and extend debt maturities, providing Registrant with
additional operating and financial flexibility.
Registrant will issue approximately 40 million shares of common stock at
$10.25 per share and will issue 8 million shares of 3-year mandatory
convertible preferred stock at $100 per share. The mandatory convertible
preferred stock will have a dividend yield of $6.25 per share and a
conversion premium of 20 percent over the common stock offering price of
$10.25 per share.
Registrant will also issue $700 million of 7-year senior unsecured notes due
2010 and bearing interest at 7-1/8 percent. In addition, $550 million of
10-year senior unsecured notes due 2013 will be issued, bearing interest at
7-5/8 percent.
Registrant noted that the mandatory convertible preferred stock and the
senior unsecured notes were oversubscribed from initial expectations due to
strong demand. Also on June 19, 2003 Registrant entered into an agreement
with Citigroup, Deutsche Bank, Goldman Sachs, JPMorgan, Merrill Lynch and UBS
for a new $1 billion credit facility consisting of a $700 million revolving
facility and a $300 million term loan, both maturing in September 2008. This
new credit facility, which is expected to close on June 25, becomes effective
upon successful completion of Registrant's common stock and mandatory
convertible preferred stock offerings.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K may contain certain statements that are not
historical fact and which are deemed to be forward-looking. These forward-
looking statements and other information are based on our beliefs as well as
assumptions made by us using information currently available.
The words "anticipate," "believe," "estimate," "expect," "intend," "will,"
and similar expressions, as they relate to us, are intended to identify
forward-looking statements. Such statements reflect our current views with
respect to future events and are subject to certain risks, uncertainties and
assumptions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially
from those described herein as anticipated, believed, estimated, intended or
expected. We do not intend to update these forward-looking statements.
We are making investors aware that such forward-looking statements, because
they relate to future events, are by their very nature subject to many
important factors which could cause actual results to differ materially from
those contained in the forward-looking statements. Such events and factors
include, but are not limited to, those listed under "Forward Looking
Statements" in our Annual Report on Form 10-K for the year ended December 31,
2002, our Quarterly Report on Form 10-Q for the three months ended March 31,
2003, our Current Report on Form 8-K dated April 30, 2003 and under similarly
captioned sections in future filings that we make with the SEC under the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly authorized this report to be signed on its behalf by the
undersigned duly authorized.
XEROX CORPORATION
/s/ Martin S. Wagner
__________________________
By: Martin S. Wagner
Dated: June 20, 2003 Assistant Secretary