FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20519
FOR REGISTRATION OF CERTAIN CLASS OF SECURITIES
PURSUANT TO SECTION 12(b) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
AND
LISTING OF SUCH SECURITIES ON THE
NEW YORK STOCK EXCHANGE, INC.
PITNEY BOWES CREDIT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 06-0946476
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(State of Incorporation) (I.R.S. employer identification no.)
27 Waterview Drive, Shelton, Connecticut 06484
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(Address of principal offices) (Zip Code)
Securities to be registered pursuant to Section 12(b)
of the Securities Exchange Act of 1934 (the "Act")
Title of each class Name of exchange on which
To be so registered each class to be registered
5.75% Notes due 2008 New York Stock Exchange
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this Form relates:
N/A (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be Registered:
$350,000,000 principal amount of 5.75% Notes due August 15, 2008 (the "Notes")
to be issued under an indenture dated as July 31, 1999 between the Registrant
and SunTrust Bank, Atlanta, as trustee. Reference is made to the form of such
indenture and the form of such note described below and to the prospectus
supplement dated August 17, 2001 to a prospectus dated July 28, 1998 under
Registration Statement No. 333-59181, which has been filed with the Securities
and Exchange Commission pursuant to Rule 424 under the Securities Act of 1933,
as amended, all of which are incorporated by reference herein and made a part
hereof.
All requisite approvals and authorizations have been received, and required
supporting documents relating to this transaction have been filed with the New
York Stock Exchange.
In connection with the issuance of these securities, the issuer has received
opinion(s) of counsel covering: the valid existence of the issuer; the due
authorization of the debt securities subject to this application (the "Debt
Securities"); the validity of the Debt Securities; the qualification of the
indenture under the Trust Indenture Act of 1939; and, the effectiveness of the
registration of the securities under the Securities Act of 1933.
Item 2. Exhibits
The following is a list of exhibits provided herewith.
1. Form of Indenture (Incorporated by reference from Exhibit 4 to
Registration Statement No. 333-59181).
2. Form of Note (filed herewith).
Pursuant to the requirements of Section 12 of the Act, the registrant has duly
caused the registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Registrant Pitney Bowes Credit Corporation
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Date August 20, 2001
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By /s/ Dessa M. Bokides
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Listing Application to
New York Stock Exchange, Inc.
( - )
The New York Stock Exchange, Inc. hereby authorizes the above referenced debt
securities of Pitney Bowes Credit Corporation and certifies to the Securities
and Exchange Commission its approval for the listing and registration of such
securities under the Act:
By: -------------------------
Janice O'Neill
Vice President
Listing Operations
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