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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 15, 1994
XEROX CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-4471 16-0468020
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
800 Long Ridge Road
P. O. Box 1600
Stamford, Connecticut 06904-1600
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (203) 968-3000
This document consists of 3 pages.
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Item 5. Other Events
Settlement of International Surplus Lines Insurance Company Litigation
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Reference is made to the first two paragraphs set forth under
"Insurance" in Note 11 of the Notes to Consolidated Financial
Statements contained in the Form 10-Q of Registrant for the quarterly
period ended September 30, 1994 relating to the lawsuit against
certain underwriting syndicates of Lloyd's of London and 36 foreign
reinsurance companies. In order to avoid the expense of further
litigation and possible appeals, International Insurance has executed
settlement agreements with most of the defendants in the action. The
first of the settlement agreements was entered into on
December 15, 1994. The recoveries pursuant to the settlement
agreements approximate the recorded reinsurance recoverable balance
after consideration for amounts written-off for uncollectible
reinsurance in prior years. Settlement discussions with the
remaining defendants are continuing and are expected to result in
additional executed settlement agreements with some or all of the
remaining defendants. As of January 30, 1995 approximately $29.5
million is outstanding with these remaining reinsurers.
The litigation is currently stayed by agreement of the parties
pending the current discussions to settle the litigation in its
entirety.
Acquisition of Additional Interest in Rank Xerox Limited
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Reference is made to the Current Report on Form 8-K of Registrant
dated January 12, 1995 relating to the signing of a letter of intent
by Registrant and The Rank Organisation plc ("Rank Organisation") for
the Registrant to acquire 40 percent of Rank Organisation's financial
interest in Rank Xerox Limited and related companies ("Rank Xerox").
On February 13, 1995 the parties signed a definitive agreement with
respect to such acquisition. On February 28, 1995 following approval
by the shareholders of Rank Organisation, the transaction was closed.
Registrant paid Rank Organisation 620 million U.K. Pounds Sterling, or
approximately $970 million, in cash, increasing Registrant's financial
interest in Rank Xerox to about 80 percent, from 67 percent. The
transaction was funded with commercial paper. Registrant may retire
a portion of the commercial paper with proceeds from the previously
announced sales of Constitution Re Corporation and Xerox Financial
Services Life Insurance Company and/or fund out a portion with longer
term debt. The transaction resulted in goodwill of approximately
$570 million and a decline in minorities' interest in the equity of
subsidiaries of approximately $400 million.
Litigation With Monsanto Company
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Reference is made to the fourth paragraph set forth under "Insurance"
in Note 11 of the Notes to Consolidated Financial Statements contained
in the Form 10-Q of Registrant for the quarterly period ended
September 30, 1994 relating to the lawsuit brought by Monsanto Company
("Monsanto") in Texas. On March 2, 1995 the parties entered into a
settlement agreement pursuant to which Registrant's wholly-owned
subsidiary, Talegen Holdings, Inc., and its subsidiaries which are
parties to the litigation, have made a cash payment to Monsanto in
the amount of $34 million.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly authorized this report to be signed on its behalf by the
undersigned duly authorized.
XEROX CORPORATION
MARTIN S. WAGNER
Assistant Secretary
Dated: March 7, 1995
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