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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):
September 11, 1996
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
Registrant announced in January 1996 that agreements had
been reached to sell all its remaining Talegen Holdings,
Inc. property and casualty insurance units ("Talegen") and
The Resolution Group, Inc. ("TRG") for a total of $2.7
billion to investor groups led by Kohlberg Kravis Roberts &
Company ("KKR") and existing management. The consideration
consisted of cash, securities, performance based instruments
and the assumption of Talegen debt.
On September 11, 1996, Registrant and KKR announced that
they had mutually agreed to terminate the transactions.
Paul A. Allaire, Chairman and Chief Executive Officer of
Registrant, stated that Registrant and KKR "worked hard and
diligently to complete the transactions as originally
envisioned. When it became clear that this could not be
accomplished consistent with all the prevailing
considerations of both parties, Registrant and KKR decided
it was best to terminate the transactions."
Registrant has already initiated steps for the simultaneous
marketing of each of the Talegen units and TRG. Registrant,
Talegen and their investment bankers are beginning the
process with the objective of completing the individual sale
transactions as soon as possible.
Mr. Allaire stated that Registrant is disappointed that the
transactions will not close, since they would have achieved
Registrant's objective of a timely exit from financial
services. He stated Registrant's belief that its decision
to pursue alternative strategies will deliver the
appropriate value to Xerox shareholders.
Registrant believes that its core document processing
business continues to present excellent opportunities.
Strong growth in enterprise printing and document
outsourcing, combined with a continuing stream of new,
technologically innovative Xerox products and ongoing
productivity benefits should, Registrant believes, result in
strong financial returns for its shareholders.
In connection with the anticipated Talegen and TRG sales, in
1995 Registrant recorded a $1.5 billion charge and no
additional charges are required as a result of today's
announcement.
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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
By: MARTIN S. WAGNER
Assistant Secretary
Dated: September 12, 1996
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