Letter of Transmittal (2003)Full Document 

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LETTER OF TRANSMITTAL

 

XEROX CORPORATION

 

OFFER FOR ALL OUTSTANDING

9¾% DOLLAR-DENOMINATED SENIOR NOTES DUE 2009

IN EXCHANGE FOR

9¾% DOLLAR-DENOMINATED SENIOR NOTES 2009

WHICH HAVE BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED,

PURSUANT TO THE PROSPECTUS, DATED JULY     , 2003

 


THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
AUGUST     , 2003, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

 

Delivery To:    WELLS FARGO BANK MINNESOTA, N.A., Exchange Agent

 

By Registered or Certified Mail:

Wells Fargo Bank Minnesota, N.A.

Corporate Trust Operations

MAC N9303-121

P.O. Box 1517

Minneapolis, MN 55480

Attention: Xerox Administrator

 

By Hand Before 4:30 p.m.:

Wells Fargo Bank Minnesota, N.A.

Corporate Trust Operations

MAC N9303-121

6th & Marquette Avenue

Minneapolis, MN 55479

Attention: Xerox Administrator

 

For Information Call:

(800) 344-5128

 

By Facsimile Transmission

(for Eligible Institutions only):

(612) 667-4927

 

Confirm by Telephone:

(612) 667-9764

 

By Overnight Courier:

Wells Fargo Bank Minnesota, N.A.

Northstar East Building

608 2nd Avenue South

12th Floor—Corporate Trust Services

Minneapolis, MN 55402

Attention: Xerox Administrator

 

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

 

The undersigned acknowledges that he or she has received the Prospectus, dated July     , 2003 (the “Prospectus”), of Xerox Corporation, a New York corporation incorporated in New York (the “Company”), and this Letter of Transmittal (the “Letter”), which together constitute the Company’s offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $600,000,000 of the Company’s 9¾% Dollar-Denominated Senior Notes due 2009 (the “New Notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Company’s issued and outstanding 9¾% Dollar-Denominated Senior Notes due 2009 (the “Outstanding Notes”) from the registered holders thereof (the “Holders”).

 

For each Outstanding Note accepted for exchange, the Holder of such Outstanding Note will receive a New Note having a principal amount equal to that of the surrendered Outstanding Note. The New Notes will bear interest from the most recent date to which interest has been paid on the Outstanding Notes or, if no interest has been paid on the Outstanding Notes, from January 17, 2002. Accordingly, registered Holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer

 

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will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from January 17, 2002. Outstanding Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Outstanding Notes whose Outstanding Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Outstanding Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.

 

This Letter is to be completed by a holder of Outstanding Notes either if certificates are to be forwarded herewith or if a tender of certificates for Outstanding Notes, if available, is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in “The Exchange Offer—Book-Entry Transfers” section of the Prospectus and an Agent’s Message is not delivered. Tenders by book-entry transfer may also be made by delivering an Agent’s Message in lieu of this Letter. The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Exchange Agent and forming a part of a Book-Entry Confirmation (as defined below), which states that the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter and that the Company may enforce this Letter against such participant. Holders of Outstanding Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Outstanding Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”) and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. See Instruction 1.

 

Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

 

The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.

 

List below the Outstanding Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Outstanding Notes should be listed on a separate signed schedule affixed hereto.

 


DESCRIPTION OF OUTSTANDING NOTES   1   2   3

Name(s) and Address(es) of Registered Holder(s)

(Please fill in, if blank)

 

Certificate

Number(s)*

 

Aggregate

Principal

Amount of
Outstanding
Note(s)

 

Principal

Amount

Tendered**


             
 
             
 
             
 
             
 
             
 
    Total        

  *    Need not be completed if Outstanding Notes are being tendered by book-entry transfer.

**    Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL the Outstanding Notes represented by the Outstanding Notes indicated in column 2. See Instruction 2. Outstanding Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.


 

2


¨        CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

 

Name of Tendering Institution                                                                                                                                                   

 

Account Number                                                              Transaction Code Number                                                

 

By crediting the Outstanding Notes to the Exchange Agent’s account at the Book-Entry Transfer
Facility’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures
with respect to the Exchange Offer, including transmitting to the Exchange Agent a computer-generated
Agent’s Message in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the
terms of, and makes the representations and warranties contained in, this Letter, the participant in the Book-
Entry Transfer Facility confirms on behalf of itself and the beneficial owners of such Outstanding Notes all
provisions of this Letter (including all representations and warranties) applicable to it and such beneficial
owner as fully as if it had completed the information required herein and executed and transmitted this Letter
to the Exchange Agent.

 

¨        CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

 

Name(s) of Registered Holder(s)                                                                                                                                               

 

Window Ticket Number (if any)                                                                                                                                                

 

Date of Execution of Notice of Guaranteed Delivery                                                                                                         

 

Name of Institution Which Guaranteed Delivery                                                                                                                

 

If Delivered by Book-Entry Transfer, Complete the Following:

 

Account Number                                                              Transaction Code Number                                                

 

¨        CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.

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