No significant changes are planned in the operation or management of Van Kampen Merritt Cos. after its sale to 5 New York City-based private investment firm, a principal in the firm said yesterday.

Earlier yesterday, Xerox Financial Services Inc. announced that it will sell Van Kampen to the investment firm of Clayton, Dubilier & Rice Inc. for $360 million.

Clayton, which formed a new company to make the acquisition, has no immediate plans to alter the operations of Van Kampen Merritt, which will retain its name after the sale, said Donald J. Gogel, a principal with Clayton Dubilier.

The sale agreement ends plans by Xerox to make an initial public offering of up to 38% of Van Kampen Merritt. A registration statement for that offering was filed with the Securities and Exchange Commission on Aug. 20.

Van Kampen officials broke the news of the sale to employees at a meeting Tuesday, according to a source at the firm.

The source said the meeting was apparently called to dispel "tons of rumors floating around the firm." Officials made a "low-key" announcement short on details, the source added, on what the sale will mean to the firm's future and what role the current management will play in that future.

"The $64,000 question is: Who is the management and how much is their stake?" the source said. "Everything is being held close to the chest at this point."

Although Clayton Dubilier and Van Kampen officials have talked of expanding Van Kampen's product line and asset management services, there are no plans to return to investment banking, which Van Kampen exited in April 1991, said Ronald A. Nyberg, a Van Kampen executive vice president and spokesman.

Van Kampen, headquartered in Oakbrook Terrace, Ill., offers investment advisory services primarily for fixed-income investment products distributed through an independent retail network. The company has about $33 billion of assets under its management or supervision, including $7 billion under management in 24 tax-exempt funds. The firm has 475 employees in offices throughout the United States and overseas.

Clayton will hold an approximate 70% stake in the company when the purchase is completed and will assume Van Kampen Merritt's debt, currently put at $35 million, Gogel said. An undisclosed number of Van Kampen Merritt managers and employees will own 20%. and Xerox is expected to purchase an approximate 10% stake, he added.

The final cost of the transaction is expected to be about $415 million, Gogel said. In addition to the $360 million Xerox will receive, Clayton Dubilier plans to refinance an estimated $35 million of Van Kampen debt. The remaining $20 million is the estimated amount of transaction costs, he added.

The transaction is subject to regulatory approval and to the approval of the directors and stockholders of the 33 mutual funds Van Kampen advises.

"The sale of Van Kampen Merritt is consistent with the primary objective of Xerox Financial Services to maximize value to Xerox shareholders," Stuart Ross, chairman of Xerox Financial, said in a press release announcing the sale.

Xerox Financial. the financial services arm of Xerox Corp., originally purchased the company in 1984 for $185 million. The book value of Van Kampen was put at $237.4 million as of June 30. In selling the company, Xerox Financial seems to be taking advantage of the attractive returns currently available on asset management companies.

"This transaction is consistent with our effort to play a constructive role in the restructuring of American industry," said Joseph Rice 3d, president of Clayton. "Van Kampen Merritt is a very successful business with a highly talented management team. Our goal is to make it even more successful."

Created in 1978, Clayton Dubilier is known as a leveraged buyout firm that purchases companies through friendly takeovers. The company, which purchased the typewriter business of International Business Machines for approximately $1.6 billion last year, generally works with a company's existing management to increase productivity and profits. The firm manages a pool of equity capital in excess of $1 billion, which is used to fund acquisitions.

Van Kampen dropped the investment banking part of its business in April 1991 in order to concentrate on its unit investment trust and institutional asset management operations. At that time, a Xerox official said Van Kampen's strengths in asset management "offer greater potential for Xerox shareholders than investment banking." In 1990, the firm ranked 71st as senior manager of longterm, tax-exempt bond underwritings.

The action resulted in the loss of 80 positions, although some employees were absorbed in other parts of Van Kampen or joined other firms, including Nike Securities, a new investment banking firm based in Lisle, Ill. Nike was launched by Robert Van Kampen, Van Kampen Merritt's founder, less than a month after Van Kampen Merritt's announcement.

Van Kampen, who sold his name-sake firm to Xerox, said he started the new company to help out some of the people who lost their jobs with Van Kampen Merritt. As of May, Nike employed about 100 people.

Robert Van Kampen started up his firm, initially known as Van Kampen Wauterlek & Co. in 1967. Seven years later the firm was divided into two separate companies, Van Kampen Merritt and Chicago-based Clayton Brown & Associates.

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