<PAGE>
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 19, 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 2 pages.
<PAGE>
Item 5. Other Events
On December 19, 1994, Exor Group and Registrant announced that Exor America
Inc. ("Exor") and Talegen Holdings, Inc. ("Talegen"), a wholly-owned
subsidiary of Registrant, have signed a stock purchase agreement for Exor to
purchase Constitution Re Corporation ("Constitution Re"), a subsidiary of
Talegen. The purchase price is over $400 million in cash, which will be used
to pay down debt of Registrant.
Exor Group, listed in Luxembourg, is affiliated with IFI, the holding company
of the Agnelli Group.
On January 19, 1995, General American Life Insurance Company ("General
American") and Xerox Financial Services, Inc. ("XFSI"), a wholly-owned
subsidiary of Registrant, announced that they have signed a definitive
agreement for a wholly-owned subsidiary of General American to acquire Xerox
Financial Services Life Insurance Company and related companies ("Xerox
Life"). A letter of intent was announced by the two companies on August 24.
At closing, General American will rename the business and reinsure the
existing fixed annuity business through OakRe Life Insurance Company, a
wholly-owned subsidiary of XFSI, for the balance of the current guarantee
periods.
The proposed sales of Constitution Re and Xerox Life are part of Registrant's
strategy to exit the financial services business, which was announced in
January, 1993. The closings of the sales are subject to the customary
closing conditions and regulatory approvals.
____________________________________________________________________________
-- 2 --
<PAGE>
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
EUNICE M. FILTER
Vice President, Treasurer
and Secretary
Dated: January 20, 1995
-- 3 --
