SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. _)
Xerox Corp.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
984121103
(CUSIP Number)
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities and
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes.)
CUSIP No. 984121103 13G Page 2 of 4 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
Lord, Abbett & Co.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
13-5620131
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 51,977,552
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 51,977,552
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 0
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,977,552
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
N/A
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.07%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IA:PN
________________________________________________________________________________
Item 1.
(a) See Front Cover Page
(b) P.O. Box 1600
Stamford, CT 06904
Item 2.
(a) Lord, Abbett & Co.
(b) 90 Hudson Street
Jersey City, NJ 07302
(c) New York
(d) See Front Cover Page
(e) See Front Cover Page
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(e) Investment Advisor registered under Section 203 of the Investment
Advisers Act of 1940
Item 4. Ownership
(a) See No. 9
(b) See No. 11
(c)
(i) See No. 5
(ii) See No. 6
(iii) See No. 7
(iv) See No. 8
Item 5. Owner of Five Percent or Less of a Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date January 28, 2003
Signature /s/ Paul A. Hilstad
General Counsel