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): August 25, 2003
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 August 25, 2003 regarding its announcement
to acquire DDD Company.
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 August 25, 2003.
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.
August 25, 2003
/s/ B.P. Nolop
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B. P. Nolop
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ J. R. Catapano
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J. R. Catapano
Controller
(Principal Accounting Officer)
EXHIBIT 1
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For Immediate Release
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Pitney Bowes Acquires DDD Company
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Move Strengthens Pitney Bowes Leadership Position In the Government
Outsourcing Industry
STAMFORD, Conn., and LANDOVER, MD, August 25, 2003 -- Pitney Bowes Inc.
(NYSE:PBI), the leading provider of integrated mail and document management
solutions, has entered into a definitive agreement to acquire DDD Company for a
net purchase price of $49.5 million. DDD offers a comprehensive array of
services including, fulfillment services, secure mail processing, messenger
services, logistics support, and record and information management. DDD will
operate as Pitney Bowes Government Solutions, Inc., a stand-alone business
reporting directly to Karen M. Garrison, executive vice president and group
president, Pitney Bowes Management Services, Inc.
Michael J. Critelli, Pitney Bowes chairman and CEO noted, "This transaction is
another step in our plan to enhance shareholder value and grow our 2% share in
the $250 billion global mail and document market. Our goal is to expand our
document management capabilities and customer base while strategically
diversifying the vertical markets we serve. The government sector is
particularly important to us, and DDD brings considerable expertise and
experience in that arena."
In the fall of 2001, following the events surrounding 9/11 and the subsequent
anthrax attacks, Pitney Bowes responded to the increased security needs of
federal agencies and began offering its portfolio of secure mail, imaging and
document management services. Pitney Bowes received U.S. Government Services
Administration (GSA) certification to provide these services to Federal
Agencies. By acquiring DDD, Pitney Bowes can further leverage the strong
relationships DDD has developed with government agencies, as evidenced by its
strong recurring annual revenue exceeding $70 million per year.
"Government agencies are increasingly turning to trusted third parties to
perform non-core activities," stated Garrison. "They seek to unlock and share
the information contained in documents, manage the regulatory requirements of
storing documents, all while creating more efficiency. For many of these
agencies, utilizing a third party to help them engineer the flow of the
communication not only results in bottom line cost savings, but increases
organizational effectiveness because they can now focus on their core mission."
Formed in 1980, DDD employs approximately 1,200 full-time employees.
Headquartered in Landover, MD, DDD's corporate officers have more than 110 years
of combined experience.
"We are excited at the tremendous synergy and capacity to surpass customer
expectations by combining these two organizations, " stated Donald D. Dilks,
president and CEO, DDD Company. "While we have successfully managed and grown
DDD for over two decades, Pitney Bowes will bring critical mass, a strong
commitment to R&D and new ability to create a document strategy for customers
across their enterprise."
(1)
In business since 1988, Pitney Bowes Management Services, Inc. began by
providing on site mailroom management to large corporate (Fortune 1000/FTSE)
customers and top law firms and quickly expanded its scope to match customer
demand. Today PBMS employs nearly 16,000 worldwide and provides benefits to
nearly all of the Fortune 500 and represents more than 20% of Pitney Bowes'
consolidated revenue. Pitney Bowes is the world's leading provider of integrated
mail and document management systems, services and solutions. The $4.4 billion
company helps organizations of all sizes engineer the flow of communication to
reduce costs and increase impact, and enhance customer relationships. The
company's 80-plus years of technological leadership has produced many major
innovations in the mailing industry and more than 3,500 active patents with
applications in a variety of markets, including printing, shipping, encryption,
and financial services. With approximately 33,000 employees worldwide, Pitney
Bowes serves more than 2 million businesses through direct and dealer
operations. More information on the company is available at www.pb.com.
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The statements contained in this news release that are not purely historical are
forward-looking statements within 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," "projects," "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; changes in international or national political or
economic conditions; 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 2002 Form 10-K Annual Report filed with the Securities and Exchange
Commission. 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.
(2)