Amended Statement of Beneficial Ownership (sc 13d/a)
March 14 2018 - 3:09PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 7)
1
Xerox Corporation
(Name of Issuer)
Common Stock, $1 par value
(Title of Class of Securities)
984121 60 8
(CUSIP Number)
Darwin
Deason
5956
Sherry Ln, Suite 800
Dallas,
TX 75225
(214)
378-3600
ROBERT
J. LECLERC
KING
& SPALDING LLP
1185
AVENUE OF THE AMERICAS
NEW
YORK, NY 10036
(212)
556-2204
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 13, 2018
(Date of Event Which Requires Filing of
This Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
x
.
Note.
Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits.
See
Rule 13d-7 for other parties
to whom copies are to be sent.
1
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 disclosures provided in
a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 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
).
(Continued on following pages)
1
|
NAME OF REPORTING PERSONS
Darwin Deason
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (see Item 3 to the Original Schedule 13D)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
15,322,341*
|
8
|
SHARED VOTING POWER
-0-
|
9
|
SOLE DISPOSITIVE POWER
15,322,341*
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,778,428**
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%**
|
14
|
TYPE OF REPORTING PERSON
IN
|
* Includes 6,741,572 Shares issuable upon the conversion of 180,000 shares of Xerox Series B Preferred Stock.
** Includes 23,456,087 Shares beneficially
owned by Carl C. Icahn and his affiliates and 6,741,572 Shares issuable upon the conversion of 180,000 shares of Xerox Series B
Preferred Stock, owned by Mr. Deason and his affiliates. As previously disclosed, the Reporting Person has agreed to act in concert
with Mr. Icahn and his affiliates with respect to certain matters, and as a result, the Reporting Person and Mr. Icahn and his
affiliates have formed a “group” within the meaning of Section 13(d)(3) of the Act (the “
Act
”). The
group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) all of the Shares beneficially owned
by the Reporting Person and all of the Shares beneficially owned by Mr. Icahn and his affiliates. However, the Reporting Person
expressly disclaims beneficial ownership of the 23,456,087 Shares beneficially owned by Mr. Icahn and his affiliates. Mr. Icahn
and his affiliates expressly retain sole voting and dispositive power over such 23,456,087 Shares, and the Reporting Person has
neither sole nor shared voting or dispositive power over such 23,456,087 Shares. Mr. Icahn and his affiliates have filed a separate
Schedule 13D with respect to their interests.
This amendment No. 7
to Schedule 13D relates to the Schedule 13D filed on January 17, 2018 (the “
Original Schedule 13D
”) by the Reporting
Person (“
Amendment No. 7
”). Capitalized terms used but not defined in this Amendment No. 7 shall have the meanings
set forth in the Original Schedule 13D.
|
Item 4.
|
Purpose of Transaction
.
|
Item 4 is hereby amended
to add the following:
On
March 14, 2018, Carl Icahn issued a statement (the “
Statement
”) announcing that Mr. Icahn and certain of his
affiliates have engaged Giovanni (John) Visentin as a consultant. A copy of the Statement is filed herewith as Exhibit 99.1, and
a copy of the Consulting & Agency Agreement with Mr. Visentin (the “
Consulting Agreement
”) is filed herewith
as Exhibit 99.2. Each of Exhibit 99.1 and Exhibit 99.2 is also incorporated herein by reference.
SECURITY HOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL ICAHN, DARWIN DEASON AND
THEIR RESPECTIVE AFFILIATES FROM THE SHAREHOLDERS OF XEROX CORPORATION IN CONNECTION WITH THE PROPOSED TRANSACTIONS BETWEEN XEROX
CORPORATION AND FUJIFILM HOLDINGS CORPORATION (THE “
TRANSACTION
”) AND/OR FOR USE AT THE 2018 ANNUAL MEETING
OF SHAREHOLDERS OF XEROX CORPORATION (THE “
ANNUAL MEETING
”) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE
PROXY STATEMENT AND A FORM OF PROXY RELATED TO THE TRANSACTION AND/OR THE ANNUAL MEETING WILL BE MAILED TO SHAREHOLDERS OF XEROX
CORPORATION AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV.
INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE SCHEDULE 14A FILED BY CARL ICAHN, DARWIN
DEASON AND THEIR RESPECTIVE AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2018.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item
7 is hereby amended to add the following exhibits:
|
99.1
|
Statement dated March 14, 2018
|
|
99.2
|
Consulting Agreement dated March 13, 2018
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: March 14, 2018
|
By:
|
/s/ Darwin Deason
|
|
|
Darwin Deason
|
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