SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 1-4471
NOTIFICATION OF LATE FILING
(Check One):
X
__ Form 10-K ___ Form 11-K __ Form 20-F __ Form 10-Q __ Form N-SAR
For Period Ended: December 31, 2001
__ Transition Report on Form 10-K __ Transition Report on Form 11-K
__ Transition Report on Form 20-F __ Transition Report on Form 10-Q
__ Transition Report on Form N-SAR
For the Transition Period Ended: ________________________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:_____________________________
___________________________________________________________________________
___________________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant: The Profit Sharing Plan of Xerox Corporation and the
Xerographic Division, Union of Needletrades, Industrial and Textile Employees
A.F.L.-C.I.O.-C.L.C.
Former name if applicable:
Address of principal executive office: 800 Long Ridge Road
City, state and zip code: Stamford, Connecticut 06904
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25 (b), the following
should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort
or expense;
(b) The subject annual report, semi-annual report, transition report
X on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
____ thereof will be filed on or before the 15th calendar day
following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountants' statement or other exhibit required by
Rule 12b-25 (c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period:
The Form 11-K will be filed on or before the fifteenth calendar day following
the prescribed due date due to an error in the information provided by the
Profit Sharing Plan of Xerox Cororation and the Xerographic Division, Union of
Needletrades, Industrial and Textile Employees A.F.L.-C.I.O.-C.L.C. record
keeper, Hewitt Associates. The December 31, 2000 investment allocation
information was inaccurate as previously provided, which was discovered by the
record keeper in late June 2002. This information will be corrected. The
corresponding period for the last fiscal year will be affected by an increase in
the Investment in Master Trust presented in the Statement of Net Assets as of
December 31, 2000 in the amount of approximately $34 million. There is no
statement of changes in net assets for the year ended December 31, 2000
presented or required. The additional time is necessary to avoid unreasonable
effort and expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Lawrence M. Becker (585)423-5653
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports under Section 13 or 15 (d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no, identify
report(s).
X
__ Yes ____ No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
X
__ Yes ____ No
See response to Part III.
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
SIGNATURES
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND THE XEROGRAPHIC DIVISION,
UNION OF NEEDLETRADES, INDUSTRIAL AND TEXTILE EMPLOYEES A.F.L.-C.I.O.-C.L.C.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: July 1, 2002 By: /s/ Lawrence M. Becker
-----------------------------
Name: Lawrence M. Becker
Title: on behalf of the Profit
Sharing Joint Administrative
Board, Plan Administrator