United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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): July 2, 2001
PITNEY BOWES INC.
Commission File Number: 1-3579
State of Incorporation IRS Employer Identification No.
Delaware 06-0495050
World Headquarters
Stamford, Connecticut 06926-0700
Telephone Number: (203) 356-5000
Item 5 - Other Events.
The registrant's press release dated July 2, 2001 regarding its negotiations to
acquire Secap.
Item 7 - Financial Statements and Exhibits.
c. Exhibits.
The following exhibits are furnished in accordance with the provisions of Item
601 of Regulation S-K:
Exhibit Description
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(1) Pitney Bowes Inc. press release dated July 2, 2001.
Signatures
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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.
PITNEY BOWES INC.
July 3, 2001
/s/ B.P. Nolop
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B. P. Nolop
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ A.F. Henock
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A. F. Henock
Vice President - Finance
(Principal Accounting Officer)
Exhibit 1
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For Immediate Release
Pitney Bowes In Negotiations to Acquire Secap
Established French Mailing Business Will Expand
Pitney Bowes' Market Reach and Strengthen Company's Global Offerings
STAMFORD, Conn. and PARIS, July 2, 2001 -- Pitney Bowes Inc. (NYSE:PBI) today
announced that it is in discussions with Fimalac, the French diversified
services group, for the acquisition of Secap SA, Fimalac's mailing subsidiary.
Secap provides a range of mail processing equipment, supplies and technology for
low- to mid-volume mailers. Pitney Bowes expects customers to benefit from
Secap's innovative line of products and shareholders to benefit from Secap's
more than 30% postage meter market share in France and approximately 60%
recurring rental revenue stream.
"This proposed acquisition is the next of a series of strategic actions
that we've taken to enhance our delivery of leading edge, integrated mail and
document management solutions to customers of all sizes worldwide," said Michael
J. Critelli, Chairman and CEO of Pitney Bowes Inc. "Successful completion of
this transaction will strengthen our geographic coverage, expand our
distribution and significantly grow our market presence in Europe, particularly
in France, the third largest mailing market in the world. Secap's growing line
of digital mailing solutions will help accelerate, especially in Europe, our
previously announced global strategy to develop a networked platform that links
mailers to postal and carrier information and systems. In addition, Secap will
expand Pitney Bowes' line of office folders and inserters, enabling Pitney Bowes
to meet paper-handling needs for businesses of all sizes from the office to the
production environment."
The parties have discussed a purchase price of approximately FF 1.45
billion. In accordance with French labor law, the proposed transaction has been
submitted to the companies' respective employee representatives for review and
opinion, and is subject to the execution of definitive documentation, completion
of due diligence, and receipt of approvals by the appropriate regulatory
authorities and the boards of directors of Pitney Bowes and Fimalac.
Marc Ladreit de Lacharriere, Chairman and CEO of Fimalac stated, "Secap
is a well-established business with significant expertise and market share in
France and innovative product and service solutions that complement Pitney
Bowes. The proposed sale of Secap to Pitney Bowes will assure continuity and
success for Secap, whose future is closely linked to the development of its
international activities and its ability to continuously improve the performance
of its products to meet customer demands. Secap's integration into Pitney Bowes
should allow Secap to reinforce its presence in a continually expanding global
market."
Fimalac, which posted net earnings of Euro 100 million in 2000, is a
French-based diversified services business which includes Fitch, the world's
third largest credit rating agency, Facom, a leading global provider of hand
tools, and LBC, the world's second largest bulk chemical storage provider. Secap
is a leading provider of mailing equipment, supplies and technology with a
strong market presence in France as well as operations in Sweden, the United
Kingdom and the United States. For additional information about Fimalac, please
visit the company's website at www.fimalac.com.
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Pitney Bowes is a $4 billion global provider of integrated mail and
document management solutions headquartered in Stamford, Connecticut. The
company serves over 2 million businesses of all sizes through dealer and direct
operations. For additional information about Pitney Bowes, please visit our
website at www.pitneybowes.com.
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For Pitney Bowes Investors
The statements contained in this news release that are not purely historical are
forward-looking statements with the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements
may be identified by their use of forward-looking terminology such as the words
"expects," "anticipates," "intends" and other similar words. Such
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those projected. These risks and
uncertainties include, but are not limited to: severe adverse changes in the
economic environment, timely development and acceptance of new products or
gaining product approval; successful entry into new markets; changes in interest
rates; and changes in postal regulations, as more fully outlined in the
company's 2000 Form 10-K Annual Report filed with the Securities and Exchange
Commission. In addition, the forward-looking statements are subject to change
based on the timing and specific terms of the spin-off and any announced
acquisitions. The forward-looking statements contained in this news release are
made as of the date hereof and we do not assume any obligation to update the
reasons why actual results could differ materially from those projected in the
forward-looking statements.