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XEROX SIGNS AGREEMENT TO SELL VAN KAMPEN MERRITT TO CLAYTON, DUBILIER & RICE AND VKM MANAGEMENT

 XEROX SIGNS AGREEMENT TO SELL VAN KAMPEN MERRITT
 TO CLAYTON, DUBILIER & RICE AND VKM MANAGEMENT
 STAMFORD, Conn., Oct. 14 /PRNewswire/ -- Xerox Financial Services, Inc. (NYSE: XRX), and Clayton, Dubilier & Rice, Inc., announced a definitive agreement under which a company formed by the New York-based private investment firm will acquire The Van Kampen Merritt Companies, Inc., a unit of Xerox Financial Services with headquarters in Oakbrook Terrace, Ill. The purchase price is approximately $360 million, plus the assumption of debt.
 Under the terms of the agreement, Xerox Financial Services will acquire a financial interest in the future of the new corporation. Van Kampen Merritt management will have a significant equity ownership stake in the new company.
 The transaction is subject to regulatory approval and to the approval of the directors and stockholders of the mutual funds Van Kampen Merritt advises.
 Xerox Financial Services, as a result of the agreement with an affiliate of Clayton, Dubilier & Rice, said it will cease its efforts to make an initial public offering of up to 38 percent of Van Kampen Merritt. A registration statement for that offering was filed with the Securities and Exchange Commission on Aug. 20, 1992.
 Stuart B. Ross, chairman and chief executive officer of Xerox Financial Services and a Xerox Corporation executive vice president, said that "the sale of Van Kampen Merritt is consistent with the primary objective of Xerox Financial Services to maximize value to Xerox shareholders."
 Joseph L. Rice, III, president of Clayton, Dubilier & Rice, said: "This transaction is consistent with our effort to play a constructive role in the restructuring of American industry. Van Kampen Merritt is a very successful business with a highly talented management team. Our goal is to make it even more successful."
 John C. Merritt, chairman and chief executive officer of Van Kampen Merritt, said: "All of our senior management group is excited about our association with Clayton, Dubilier & Rice and the opportunities that this relationship will present to further develop and expand our business."
 Van Kampen Merritt, which Xerox has owned since 1984, sponsors, markets and provides investment advisory services primarily for fixed income investment products distributed through an independent retail network. It also provides asset management and research services to institutions. Currently, it has approximately $33 billion of assets under management or supervision.
 Clayton, Dubilier & Rice manages a pool of equity capital in excess of $1 billion. Since its inception in 1978, the firm has invested in 16 businesses, which have combined sales of approximately $10 billion. Last year, the firm organized the $1.5 billion management buyout of Lexmark International, Inc. (formerly International Business Machines Corporation's Information Products Division) in which IBM Corporation retains a 10 percent equity interest.
 -0- 10/14/92
 /CONTACT: Barbara McNear of Xerox Financial Services, 203-968-4499; Tom Franco or Allison Sargent of Broadgate Consultants 212-229-2226, for Clayton, Dubilier & Rice; or Ron Nyberg of Van Kampen Merritt, 708-684-6363/
 (XRX) CO: Xerox Financial Services, Inc.; Clayton, Dubilier & Rice, Inc. ST: Connecticut IN: FIN SU: TNM


TS-AH -- NY003 -- 9652 10/14/92 07:39 EDT
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Publication:PR Newswire
Date:Oct 14, 1992
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