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FORM 10-Q/A
Amendment No. 2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1997
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 (IRS Employer Identification No.)
of incorporation or organization)
P.O. Box 1600
Stamford, Connecticut 06904-1600
(Address of principal executive offices)
(Zip Code)
(203) 968-3000
(Registrant's telephone number, including area code)
This document consists of 3 pages.
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PART I - FINANCIAL INFORMATION
Item I
Reference is made to the first paragraph in Note 9 of the Notes to
Consolidated Financial Statements contained in Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 1997 relating to
the lawsuit by two independent service organizations. Said paragraph is
hereby amended to read in its entirety as follows:
"On March 10, 1994, a lawsuit was filed in the United States District Court
for the District of Kansas by two independent service organizations (ISOs)
in Kansas City and St. Louis and their parent company. Plaintiffs claim
damages predominately resulting from the Company's alleged refusal to sell
parts for high volume copiers and printers to plaintiffs prior to 1994. The
Company's policies and practices with respect to the sale of parts to ISOs
were at issue in an antitrust class action in Texas, which was settled by
the Company during 1994. Claims for individual lost profits of ISOs who were
not named parties, such as the plaintiffs in the Kansas action, were not
included in that class action. In their complaint plaintiffs allege monetary
damages in the form of lost profits in excess of $10 million (to be trebled)
and injunctive relief. In a report prepared, pursuant to Rule 26(a)2)B)of
the Federal Rules of Civil Procedure, an accountant retained by plaintiffs
as an expert has indicated that he plans to testify at trial that, allegedly
as a result of Xerox' conduct, plaintiffs have lost profits of approximately
$75 million. The Company has asserted counterclaims against the plaintiffs
alleging patent and copyright infringement, misappropriation of Xerox trade
secrets and conversion. On December 11, 1995, the District Court issued a
preliminary injunction against the parent company for copyright
infringement. On April 8,1997, the District Court granted partial summary
judgment in favor of the Company on plaintiffs' antitrust claims, ruling
that the Company's unilateral refusal to sell or license its patented parts
cannot give rise to antitrust liability. The Court's ruling did not
preclude a finding of antitrust liability based upon other allegations of
exclusionary conduct, including the refusal to sell unpatented parts. The
District Court also granted summary judgment in favor of the Company on its
patent infringement claim, leaving open with respect to patent infringement
only the issues of willfulness and the amount of damages, and granted
partial summary judgment in favor of the Company with respect to some of its
claims of copyright infringement. On September 8, 1997 the United States
Court of Appeals for the Federal Circuit denied plaintiffs' petition for
permission to appeal the District Court's April 7, 1997 Order. A trial date
tentatively has been set for March 9, 1998 for the remaining issues in the
case. The Company denies any wrongdoing and intends to vigorously defend
the remaining claims and pursue its counterclaims."
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SIGNATURES
Pursuant to the requirements 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
(Registrant)
By: /s/ Martin S. Wagner
Martin S. Wagner
Assistant Secretary
Date: December 3, 1997
