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 18, 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 3 pages.
Item 5. Other Events
On September 18, 1997, Registrant announced an agreement to sell the
Westchester Specialty Group, Inc. insurance unit ("Westchester Specialty") of
Talegen Holdings, Inc. ("Talegen") to ACE Limited ("ACE").
Under the terms of the agreement, ACE will acquire the stock of Westchester
Specialty for $333 million in cash. The purchase price, less approximately
$65 million in Talegen transaction-related costs, is consistent with the
estimated value of Westchester Specialty established when Registrant
discontinued its insurance operations in 1995. The transaction is subject to
customary closing conditions and regulatory approvals and is expected to close
in early January.
Westchester Specialty is a leading provider of specialty property, umbrella
and excess casualty insurance coverages in the United States. The company is
based in Atlanta and has approximately 210 employees in three locations.
Westchester Specialty had annual net written premiums of $125 million in 1996.
The ACE group of companies, headquartered in Bermuda, provides insurance and
reinsurance for a diverse group of international clients.
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 insurance groups. Following the Westchester Specialty
announcement, one insurance group, Crum & Forster Insurance, remains for sale.
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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
/s/ MARTIN S. WAGNER
--------------------------------
By: MARTIN S. WAGNER
Assistant Secretary
Dated: September 22, 1997
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