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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):
March 11, 1998
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
Registrant today announced an agreement to sell the Crum & Forster
Holdings, Inc. ("Crum & Forster"), insurance unit of Talegen
Holdings, Inc., to Fairfax Financial Holdings Limited ("Fairfax")
of Toronto. Upon closing, the transaction will effectively complete
the sale of the Talegen insurance properties.
Under terms of the agreement, Fairfax will acquire the stock of
Crum & Forster for total consideration of $680 million, including
the repayment of $115 million of debt. Registrant will incur
approximately $75 million in transaction-related costs. The
transaction, expected to close by the third quarter, is subject
to customary closing conditions and regulatory approval.
Crum & Forster is a national provider of commercial property and
casualty insurance through a limited number of preferred independent
agents and brokers. It is based in Morristown, N.J., and has about
1,650 employees in 21 locations around the U.S. Crum & Forster
had net written premiums of $939 million in 1997.
Fairfax is a financial services holding company which, through its
subsidiaries, is engaged in property, casualty and life insurance,
investment management and insurance claims management.
Upon completion of this transaction, Registrant will have
effectively completed its exit from insurance and financial
services. A final write-off of less than $200 million after-tax
will be taken in the first quarter of 1998.
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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: EUNICE M. FILTER
Vice President, Treasurer
and Secretary
Dated: March 12, 1998
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