UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 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 30, 1998 PITNEY BOWES INC. (Exact name of registrant as specified in its charter) 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 Pitney Bowes Inc. - Form 8-K Page 2 Item 2 - Acquisition or Disposition of Assets. On October 30, 1998, Colonial Pacific Leasing Corporation (CPLC), a wholly owned subsidiary of the company, transferred the operations, employees and substantially all assets related to its broker-oriented external financing business to General Electric Capital Corporation (GECC), a subsidiary of the General Electric Company. The company received approximately $790 million at closing, which approximates the book value of net assets sold or otherwise disposed of and related transaction costs. This transaction is subject to post closing adjustments pursuant to the terms of the purchase agreement with GECC entered into on October 12, 1998. Proceeds from the sale will be used to reinvest in core businesses around the world, pay down consolidated debt and repurchase shares of the company's stock. Item 7 - Financial Statements and Exhibits. b. Pro forma financial information. The required pro forma financial information was previously filed under separate cover on Form 8-K on November 16, 1998. c. The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K: Exhibit Description --------------------------------------------------------------------- (2.1) Pitney Bowes Credit Corporation, Colonial Pacific Leasing Corporation, CPLC II Inc. and General Electric Capital Corporation - Stock Purchase Agreement dated as of October 12, 1998 (Excluding Schedules, Annexes and Exhibits thereto - will be furnished to the Commission upon request) (2.2) Amendment to Stock Purchase Agreement Pitney Bowes Inc. - Form 8-K Page 3 Signatures ---------- 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 thereunto duly authorized. PITNEY BOWES INC. November 19, 1998 /s/ M. L. Reichenstein ------------------------------------------ M. L. Reichenstein Vice President and Chief Financial Officer (Principal Financial Officer) /s/ A. F. Henock ------------------------------------------ A. F. Henock Vice President - Controller and Chief Tax Counsel (Principal Accounting Officer)