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):
September 26, 2002
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.
Pursuant to Section 1.04 of the Amended and Restated Credit Agreement dated as
of June 21, 2002, among Registrant, the Overseas Borrowers from time to time
party thereto, the Lenders party thereto, Bank One, NA, as Administrative
Agent, Collateral Agent and LC Issuing Bank, JPMorgan Chase Bank, as
Documentation Agent and Citibank, N.A., as Syndication Agent (the "Credit
Agreement"), the financial covenants in Section 6.13, 6.14 and 6.15 of the
Credit Agreement were automatically re-set, effective as of September 26,
2002. On and after September 26, 2002, the Covenant Re-set Schedule, attached
hereto as Schedule A (filed as Exhibit 99.6 hereto), is deemed incorporated
into the Credit Agreement as if attached to the Credit Agreement and the
covenants in Sections 6.13, 6.14 and 6.15 of the Credit Agreement are replaced
in their entirely by the Covenant Re-set Schedule.
Item 7. Financial Statements and Exhibits.
(d) Exhibits.
99.6 Covenant Re-Set Schedule Relating to the Amended and Restated
Credit Agreement dated as of June 21, 2002.
______________________________________________________________________________
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: October 1, 2002 Assistant Secretary
Page 2 of 5
EXHIBIT INDEX
Exhibit
Nos. Documents Page
99.6 Covenant Re-Set Schedule
Relating to the Amended and
Restated Credit Agreement
dated as of June 21, 2002. . . . . . . . . . . . . . . . . 4
Page 3 of 5
Exhibit 99.6
Schedule A
Covenant Re-set Schedule
Section 6.13. Minimum Consolidated EBITDA. Xerox will not permit
Consolidated EBITDA less Capitalized Software Expense for any period of four
consecutive Fiscal Quarters ending on any date set forth below, to be less
than the amount set forth below opposite such date:
Period Consolidated EBITDA
September 30, 2002 $1,046,000,000
December 31, 2002 $1,032,000,000
March 31, 2003 $1,039,000,000
June 30, 2003 $1,070,000,000
September 30, 2003 $1,133,000,000
December 31, 2003 $1,168,000,000
March 31, 2004 $1,135,000,000
June 30, 2004 $1,158,000,000
September 30, 2004 $1,174,000,000
December 31, 2004 $1,290,000,000
Section 6.14. Leverage Ratio. Xerox will not permit the Leverage Ratio
as of the last day of any Fiscal Quarter to exceed the ratio set forth
opposite such day below:
Period Leverage Ratio
September 30, 2002 5.1x
December 31, 2002 5.5x
March 31, 2003 6.0x
June 30, 2003 5.7x
September 30, 2003 5.8x
December 31, 2003 4.8x
March 31, 2004 5.3x
June 30, 2004 5.2x
Page 4 of 5
September 30, 2004 5.3x
December 31, 2004 4.3x
Section 6.15. Consolidated Net Worth. Xerox will not permit
Consolidated Net Worth as of the last day of any Fiscal Quarter (commencing
with the Fiscal Quarter ending September 30, 2002) to be less than the amount
set forth below opposite such date:
Period Consolidated Net Worth
September 30, 2002 $2,952,000,000
December 31, 2002 $2,966,000,000
March 31, 2003 $2,981,000,000
June 30, 2003 $2,999,000,000
September 30, 2003 $3,014,000,000
December 31, 2003 $3,040,000,000
March 31, 2004 $3,051,000,000
June 30, 2004 $3,063,000,000
September 30, 2004 $3,073,000,000
December 31, 2004 $3,091,000,000
March 31, 2005 $3,095,000,000
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