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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):
May 19, 1997
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.
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Item 5. Other Events
On May 19, 1997 Registrant announced an agreement to sell the Industrial
Indemnity Holdings, Inc. ("Industrial Indemnity") insurance unit of Talegen
Holdings, Inc. ("Talegen"), to Fremont Indemnity Company ("Fremont"), a unit
of Fremont General Corporation ("Fremont General").
Under the terms of the agreement, Fremont will acquire the stock of Industrial
Indemnity for $365 million in cash, and Fremont General will pay off
approximately $79 million of Industrial Indemnity's debt. The purchase price
is in excess of book value and is consistent with the estimated value of the
unit when Registrant discontinued its insurance operations in 1995. The
transaction is subject to customary closing conditions and regulatory
approvals.
Industrial Indemnity is a leading provider of workers compensation insurance
coverage and risk management services primarily in the western United States.
The company is based in San Francisco and has approximately 850 employees in
19 locations. In 1996, Industrial Indemnity had gross written premiums of
$259 million and year-end policyholders' surplus of $249 million.
Fremont General, headquartered in Santa Monica, Calif., primarily specializes
in providing workers compensation insurance on a nationwide basis through its
operating subsidiary Fremont Indemnity Company.
Registrant announced in 1993 that it would disengage from the financial
services business and focus exclusively on its core document processing
business. Talegen was subsequently reorganized into seven independent
property and casualty companies and four insurance-related service groups.
Talegen's pending sale of Coregis Group, Inc., to a unit of GE Capital
Corporation was announced in January and is expected to close shortly.
Following the Industrial Indemnity announcement, three insurance groups remain
for sale. Talegen is wholly owned by Xerox Financial Services, Inc., a
subsidiary of Registrant.
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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: May 20, 1997
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