- -------------------------------------------------------------------------------- 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): October 30, 1998 ------------------ Commission file number 0-13497 PITNEY BOWES CREDIT CORPORATION Incorporated pursuant to the Laws of the State of Delaware ------------------ Internal Revenue Service -- Employer Identification No. 06-0946476 27 Waterview Drive, Shelton, CT 06484-4361 (203) 922-4000 - -------------------------------------------------------------------------------- Item 2 -- Acquisition or Disposition of Assets On October 30, 1998, the Company's wholly owned subsidiary, Colonial Pacific Leasing Corporation ("CPLC"), transferred the operations, employees and substantially all assets related to its broker-oriented external financing business to General Electric Capital Corporation ("GECC"). The Company received approximately $790 million at closing, which approximates the book value of net assets sold or otherwise disposed of, together with related transaction costs. The transaction is subject to post-closing adjustments pursuant to the terms of the purchase agreement with GECC executed on October 12, 1998. Proceeds from the sale will be used in general operations and to pay down debt. Item 7 -- Financial Statements and Exhibits b. Pro forma financial information Pro forma financial information was provided under separate cover on Form 8-K filed on November 16, 1998. c. The following exhibits are furnished in accordance with Item 601 of Regulation S-K: Exhibit (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, which will be furnished upon request) See Exhibit (i) (2.2) Amendment to Stock Purchase Agreement See Exhibit (ii) 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 CREDIT CORPORATION By /s/ NANCY E. COOPER ---------------------- Nancy E. Cooper Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) Dated: November 18, 1998