SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 21, 1997
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Lexmark International Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-14050 22-3074422
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
One Lexmark Centre Drive, Lexington, Kentucky 40550
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (606) 232-2000
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On October 21, 1997, the Company entered into an agreement,
and issued a press release announcing its agreement, to repurchase three million
shares of its outstanding Class A Common Stock from certain of its stockholders
who are participating in a proposed secondary offering of shares of the
Company's Class A Common Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 10 - Stock Disposition Agreement, dated as of
October 21, 1997, between Lexmark
International Group, Inc. and The Clayton
& Dubilier Private Equity Fund IV Limited
Partnership.
Exhibit 20.1 - Press Release dated October 21, 1997.
Exhibit 20.2 - Press Release dated October 20, 1997
which modifies and supersedes the Press
Release filed with the October 20, 1997
Form 8-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
LEXMARK INTERNATIONAL GROUP, INC.
By: /s/ David L. Goodnight
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David L. Goodnight
Corporate Controller
Date: October 21, 1997
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