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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):
December 18, 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
On December 18, 1998, three former employees of Crum & Forster
Holdings, Inc. (a former subsidiary of Registrant) ("C&F") filed
a lawsuit in the United States District Court for the District of
New Jersey claiming wrongful termination of their participation
in the Xerox Corporation Employee Stock Ownership Plan ("ESOP").
Registrant, the ESOP, C&F and the company that acquired C&F are
named defendants. Plaintiffs purport to bring this action on
behalf of themselves and a class of approximately 10,000 persons
who were employed by C&F (or one of its insurance subsidiaries
which also participated in the ESOP) from July 1, 1989 through
December 31, 1993. Plaintiffs assert violations of the Employee
Retirement Income Security Act, breach of contract, conversion,
unjust enrichment and fraudulent misrepresentation. They are
seeking approximately $250,000,000 in damages.
The foregoing action is related to an action previously filed in
the United States District Court for the Western District of Texas.
The Texas plaintiffs did not specify their damages, but they are
seeking certification of a similar class of former ESOP
participants. Plaintiffs' motion for class certification and
Registrant's motion to dismiss the Texas action are still pending.
Registrant denies any wrongdoing and intends to vigorously defend
both actions.
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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: January 29, 1999
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