As filed with the Securities and Exchange Commission on July 15, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Pitney Bowes Credit Corporation
(Exact name of Registrant as specified in its charter)
Delaware 06-0946476
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27 Waterview Drive
Shelton, Connecticut 06484
(203) 922-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Christian D. Hughes, Esq.
27 Waterview Drive
Shelton, Connecticut 06484
(203) 922-4023
Vice President, Secretary and General Counsel
Pitney Bowes Credit Corporation
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Sarah Jones Beshar, Esq. Robert S. Risoleo, Esq.
Davis Polk & Wardwell Sullivan & Cromwell
450 Lexington Avenue 125 Broad Street
New York, New York 10017 New York, New York 10004
(212) 450-4000 (212) 558-4000
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Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this Registration
Statement as determined in light of market conditions and other factors.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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<CAPTION
CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered* Per Unit** Price** Fee
- -----------------------------------------------------------------------------------------------------------------
Debt Securities................. $750,000,000 100% $750,000,000 $221,250
=================================================================================================================
* Or, if any Debt Securities (1) are denominated or payable in a foreign or
composite currency or currencies, such principal amount as shall result in
an aggregate initial offering price equivalent to $750,000,000 at the time
of initial offering, (2) are issued at an original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price of $750,000,000, or (3) are issued with their principal amount
payable at maturity to be determined with reference to a currency
exchange rate or other index, such principal amount as shall result in
an aggregate initial offering price of $750,000,000.
** Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 (a).
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
==============================================================================
Subject to Completion, dated o, 1998
PITNEY BOWES CREDIT CORPORATION
Debt Securities
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Pitney Bowes Credit Corporation (the "Company" or "PBCC") from
time to time may offer in one or more series its unsecured debt securities
consisting of notes or debentures (the "Debt Securities") for issuance and
sale at an aggregate initial offering price not to exceed $750,000,000 (or the
equivalent at the time of offering in non-U.S. dollar denominated currencies
or units). As used herein, Debt Securities shall include securities
denominated, or whose principal is payable, in United States dollars, or, at
the option of the Company, in any other currency or in composite currencies or
in amounts determined by reference to an index. Debt Securities will be
offered in amounts, at prices and on the terms to be determined at the time of
sale and to be set forth in supplements to this Prospectus. The Company may
sell Debt Securities to underwriters, to or through dealers, acting as
principals for their own accounts or acting as agents, or directly to other
purchasers. See "Plan of Distribution".
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The terms of the Debt Securities, including, where applicable,
the specific designation, aggregate principal amount, denominations, maturity,
interest rate or rates (which may be fixed or variable), if any, and time of
payment of any such interest, terms for redemption at the option of the
Company or any holders, if any, terms for sinking fund payments, if any, the
initial public offering price or prices, the names of any underwriters or
agents, the principal amounts, if any, to be purchased by underwriters and the
compensation of such underwriters or agents and the other terms in connection
with the offering and sale of the Debt Securities in respect of which this
Prospectus is being delivered, will be set forth in an accompanying Prospectus
Supplement (the "Prospectus Supplement").
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This Prospectus may not be used to consummate sales of Debt Securities unless
accompanied by a Prospectus Supplement.
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The date of this Prospectus is July 15, 1998.
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such State.
No dealer, salesperson or other person has been authorized to
give any information or to make any representations not contained or
incorporated by reference in this Prospectus or the Prospectus Supplement, and,
if given or made, such information or representations must not be relied upon
as having been authorized. This Prospectus and the Prospectus Supplement do
not constitute an offer to sell or a solicitation of an offer to buy any
securities other than those to which they relate or an offer to sell, or a
solicitation of an offer to buy, such securities to any person in any
jurisdiction where such an offer or solicitation would be unlawful. Neither
the delivery of this Prospectus or any Prospectus Supplement nor any sale made
hereunder or thereunder shall, under any circumstances, create any implication
that the information contained or incorporated by reference herein or therein
is correct as of any time subsequent to their respective dates.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional
Offices of the Commission: New York Regional Office, Seven World Trade Center,
New York, New York 10048 and Chicago Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
at prescribed rates by writing to the Commission, Public Reference Section,
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a
website on the internet containing reports, proxy and information statements
and other information regarding registrants, such as the Company, who file
electronically with the Commission. Materials filed in this manner may be
accessed through the website at http://www.sec.gov.
This Prospectus constitutes a part of a Registration Statement
filed by the Company with the Commission under the Securities Act of 1933.
This Prospectus omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration Statement and to
the exhibits relating thereto for further information with respect to the
Company and the Debt Securities. Any statements contained herein concerning
the provisions of any document are not necessarily complete, and in each
instance, reference is made to the copy of such document filed as an exhibit
to the Registration Statement or otherwise filed with the Commission. Each
such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated in this Prospectus by reference
the following documents which have been filed with the Commission (File No.
0-13497):
(i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(ii) the Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1998; and
(iii) the Company's Current Report on Form 8-K filed February
4, 1998.
All documents filed with the Commission pursuant to sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Debt Securities
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that any statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered, on written or oral request of such
person, a copy of any or all of the foregoing documents which have been or may
be incorporated in this Prospectus by reference, other than exhibits to such
documents, unless such exhibits shall have been specifically incorporated by
reference into such documents. Requests for such copies should be directed to
the Secretary, Pitney Bowes Credit Corporation, 27 Waterview Drive, Shelton,
Connecticut 06484, telephone (203) 922-4000.
THE COMPANY
Pitney Bowes Credit Corporation (the "Company" or "PBCC")
operates primarily in the United States and is a wholly-owned subsidiary of
Pitney Bowes Inc. ("PBI" or "Pitney Bowes"). The Company is principally
engaged in the business of providing lease financing for PBI products as well
as other financial services for the commercial and industrial and mortgage
servicing markets.
PBI, a Delaware corporation organized in 1920, is listed on the
New York Stock Exchange. Headquartered in Stamford, Connecticut, PBI and its
affiliates employ approximately 29,900 people throughout the United States,
Europe, Canada, Australia and other countries. PBI operates within three
industry segments: business equipment, business services, and commercial and
industrial financing.
The Internal Financing Division of PBCC provides marketing
support to PBI. Equipment leased or financed for these Internal Division
programs include mailing, paper handling and shipping equipment, scales,
copiers and facsimile units. The transaction size for this equipment
generally ranges from $500 to $500,000, although historically most
transactions have occurred in the $1,000 to $10,000 range, with lease terms
generally from 36 to 60 months. As part of the Company's focus on new
business initiatives, the Company launched in August, 1996, a revolving credit
product called Purchase Power(TM). This product allows Pitney Bowes customers
to finance postage as well as mailing, copier and facsimile supplies. The
Company earns income on balances from customers who elect to use this credit
facility.
PBCC's Capital Services (formerly the external financing
division) operates in the commercial and industrial market by offering
financial services to its customers for products not manufactured or sold by
PBI or its subsidiaries. Sales of lease transactions are part of the
Company's ongoing strategy to shift the foundation of the external large-ticket
financing business from asset-based to service-based. During 1997, the
Company reduced external large-ticket finance assets by approximately $1.0
billion, which represents approximately 50% of the portfolio balance before
the reduction. Products financed through Capital Services large-scale
financing programs include over-the-road trucks and trailers, railcars and
locomotives, and high-technology equipment such as data processing and
communications equipment. Transaction sizes range from $50,000 to several
million dollars, with lease terms generally from 36 to 180 months. The
Company's Capital Services division also participates, on a select basis, in
certain other types of financial transactions including: sales of lease
transactions, senior secured loans in connection with acquisition, leveraged
buyout and recapitalization financings, and certain project financings.
PBCC's Capital Services Division is also responsible for
managing Pitney Bowes Real Estate Financing Corporation ("PREFCO"), a
wholly-owned subsidiary of PBCC providing lease financing for commercial real
estate properties. Both PBCC and Pitney Bowes provide capital for PREFCO's
investments.
Colonial Pacific Leasing Corporation ("CPLC"), a wholly-owned
subsidiary of PBCC, operates in the small-ticket external market and is
located in Portland, Oregon. Colonial Pacific provides lease financing
services to small- and medium-sized businesses throughout the United States,
marketing primarily through a nationwide network of brokers and independent
lessors. Transaction size ranges from $2,000 to $2 million, with lease terms
generally from 24 to 72 months.
Atlantic Mortgage & Investment Corporation ("AMIC"), a
wholly-owned subsidiary of PBCC, located in Jacksonville, Florida, specializes
in servicing residential first mortgages for a fee. AMIC does not generally
hold or assume the credit risk on mortgages it services. In return for a
servicing fee, AMIC provides billing services and collects principal,
interest, and tax and insurance escrow payments for mortgage investors such as
the Federal National Mortgage Association, Federal Home Loan Mortgage
Corporation, Government National Mortgage Association and private investors.
AMIC originates mortgages on a select basis and sells originated mortgages in
the secondary market after a short holding period.
Financial Structures Limited ("FSL"), located in Bermuda, is a
wholly-owned subsidiary of PBCC through its intermediate subsidiary, FSL
Holdings, Inc. FSL, together with its affiliate, Financial Structures
Insurance Company, provides residual value insurance to unaffiliated third
parties, including manufacturers, financial institutions and leasing companies
involved in financing transactions. FSL mitigates its residual risk by
diversifying its portfolio by both asset type and maturity date.
Substantially all lease financing is done through full payout
leases or security agreements whereby PBCC recovers its costs plus a return on
investment over the initial, noncancellable term of the contract. The Company
has also entered into a limited amount of leveraged and operating lease
structures.
Pursuant to an Amended and Restated Finance Agreement (the
"Finance Agreement") dated June 12, 1995, between PBI and PBCC, PBI has
agreed to retain, directly or indirectly, ownership of the majority of the
outstanding shares of capital stock of the Company having voting power in the
election of directors, to make payments, if necessary, to enable the Company
to maintain a ratio of income available for fixed charges to fixed charges of
1.25 to 1 as of the end of each fiscal quarter, and to provide or cause to be
provided funds sufficient to make timely payment of any principal, interest or
premium in respect of any of the Company's indebtedness for borrowed money
that has the benefit of the Finance Agreement if the Company is unable to make
such payment. The Finance Agreement may not be amended, in any material
respect, or terminated while the Company has any series of Debt Securities or
any series of other debt outstanding that is, by its express terms, entitled
to the provisions of the Finance Agreement unless at least two nationally
recognized statistical rating agencies that have been rating such series of
debt, confirm that their ratings for such series of debt will not be
downgraded as a result or the holders of at least a majority of the outstanding
principal amount of such series of debt have consented in writing. See
"Description of Debt Securities-Certain Restrictions-Finance Agreement".
PBCC, incorporated in Delaware in 1976, began business in 1977.
Its executive offices are located at 27 Waterview Drive, Shelton, Connecticut
06484, telephone (203) 922-4000.
USE OF PROCEEDS AND FUNDING POLICY
Except as may be set forth in the Prospectus Supplement, the
Company intends to use the net proceeds from the sales of the Debt Securities
to repay short-term debt, to acquire finance contracts, to reduce or retire
from time to time other indebtedness and for other general corporate purposes
including possible acquisitions. The precise amount and timing of sales of
the Debt Securities will be dependent on the level of finance contracts
acquired by the Company, market conditions and the availability and cost of
other funds to the Company.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of the Company's
earnings to fixed charges, for the periods indicated:
Years Ended December 31,
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1997 1996 1995 1994 1993
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2.39 2.31 2.14 2.43 2.37
For the purpose of computing the ratio of earnings to fixed
charges, earnings have been calculated by adding to earnings before income
taxes the amount of fixed charges. Fixed charges consist of interest on debt
and a portion of net rental expense deemed to represent interest.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and
provisions of the Indenture under which the Debt Securities are to be issued.
The Debt Securities may be issued from time to time in one or more series.
The particular terms of each issue of the Debt Securities (the "Offered Debt
Securities") offered by any Prospectus Supplement and the extent, if any, to
which the general provisions of the Indenture may apply to the Offered Debt
Securities will be described in the Prospectus Supplement relating to such
Offered Debt Securities.
Offered Debt Securities are to be issued under an Indenture
(the "Indenture"), between the Company and SunTrust Bank, Atlanta, as Trustee.
A copy of the form of Indenture is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The statements under this
caption relating to the Debt Securities and the Indenture are summaries and do
not purport to be complete. Such summaries make use of terms defined in the
Indenture and are qualified in their entirety by express reference to
provisions of the Indenture (including definitions therein of certain terms)
and the cited provisions thereof, the form of which is filed as an exhibit to
the Registration Statement or otherwise incorporated by reference herein. The
term "Securities" as used under this caption, refers to all Securities which
may be issued under the Indenture and includes the Debt Securities. All
section references appearing herein are to sections of the Indenture.
General
The Debt Securities will be unsecured obligations of the
Company and will rank on a parity with all other unsecured unsubordinated
indebtedness of the Company. As of the date of this Prospectus, no Securities
have been issued under the Indenture. The Indenture does not limit the
aggregate principal amount of Securities which may be issued thereunder and
provides that Securities may be issued thereunder from time to time in one or
more series.
Reference is made to the applicable Prospectus Supplement for
the following terms of and information relating to the Offered Debt
Securities: (i) the title of the Offered Debt Securities; (ii) any limit on
the aggregate principal amount of the Offered Debt Securities; (iii) the price
or prices at which the Offered Debt Securities will be issued; (iv) the date
or dates on which principal of, and any premium on, the Offered Debt
Securities will be payable; (v) the rate or rates (which may be fixed or
variable) at which the Offered Debt Securities shall bear interest, if any, or
the method by which such rate or rates shall be determined, the basis on which
such interest, if any, shall be calculated if other than a 360-day year
consisting of twelve 30-day months, the date or dates from which such
interest, if any, will accrue and on which such interest, if any, will be
payable and the related record dates; (vi) if other than the offices of the
Trustee, the place where the principal of, and any premium and interest on,
the Offered Debt Securities will be payable; (vii) any redemption, repayment
or sinking fund provisions; (viii) if other than denominations of $1,000 or
multiples thereof, the denominations in which the Offered Debt Securities will
be issuable; (ix) if other than the principal amount thereof, the portion of
the principal amount due upon acceleration; (x) if other than U.S. dollars,
the currency or currencies or currency unit or currency units in which the
Offered Debt Securities will be denominated and in which principal of, and
premium, if any, and interest, if any, on, the Offered Debt Securities will
or may be payable; (xi) any index or formula used to determine the amount of
payments of principal of and any premium and interest on the Offered Debt
Securities; (xii) the terms and conditions, if any, pursuant to which the
Offered Debt Securities may be converted or exchanged for other securities of
the Company or any other person; (xiii) whether the Offered Debt Securities
shall be issued in the form of one or more Global Securities (as defined in
"Book-Entry System"); (xiv) the identity of any trustees, depositaries,
authenticating or paying agents, transfer agents or registrars with respect to
the Offered Debt Securities and (xv) any other specific terms of the Offered
Debt Securities not inconsistent with the Indenture. (Section 3.01)
Unless otherwise indicated in the Prospectus Supplement
relating thereto, the Offered Debt Securities are to be issued as registered
securities without coupons in denominations of $1,000 and any integral
multiple of $1,000. (Section 3.02) No service charge will be made for any
transfer or exchange of such Offered Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Section 3.05)
Securities may be issued under the Indenture as Original Issue
Discount Securities to be sold at a substantial discount below their stated
principal amount. Federal income tax consequences and other consideration
applicable to Offered Debt Securities will be described in the Prospectus
Supplement relating thereto. (Section 3.01)
Certain Definitions
The term "Consolidated Net Tangible Assets" means as of any
particular time the aggregate amount of assets after deducting therefrom (a)
all current liabilities (excluding any such liability that by its terms is
extendable or renewable at the option of the obligor thereon to a time more
than 12 months after the time as of which the amount thereof is being
computed) and (b) all goodwill, excess of cost over assets acquired, patents,
copyrights, trademarks, trade names, unamortized debt discount and expense and
other like intangibles, all as shown in the most recent consolidated financial
statements of the Company and its Subsidiaries prepared in accordance with
generally accepted accounting principles.
The term "Secured Debt" means indebtedness for money borrowed
which is secured by a mortgage, pledge, lien, security interest or encumbrance
on any property of any character of the Company or any Subsidiary.
The term "Subsidiary" means (i) with respect to the Company,
any corporation of which more than 50% of the outstanding voting stock is
owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries, and (ii)
with respect to PBI, any corporation of which more than 50% of the outstanding
voting stock is owned, directly or indirectly, by PBI or by one or more other
Subsidiaries, or by PBI and one or more other Subsidiaries. For the purposes
of such definition, "voting stock" means stock which ordinarily has voting
power for the election of directors, whether at all times or only so long as
no senior class of stock has such voting power by reason of any contingency.
The term "Wholly-owned Subsidiary" means any Subsidiary of
which, at the time of determination, all of the outstanding voting stock
(other than directors' qualifying shares) is owned by the Company or PBI, as
the case may be, directly and/or indirectly. For purposes of this definition,
"voting stock" has the same meaning as under the definition of "Subsidiary".
The term "U.S. Government Obligations" means securities which
are (i) direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of a person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America, which, in
either case are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such U.S. Government Obligations or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder
of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest
on or principal of the U.S. Government Obligation evidenced by such depository
receipt. (Section 1.01)
Certain Restrictions
Finance Agreement. The Indenture provides that the Company (1)
will observe and perform in all material respects all covenants or agreements
of the Company contained in the Finance Agreement; and (2) will not waive
compliance under, amend in any material respect or terminate the Finance
Agreement; provided, however, that the Finance Agreement may be amended if
such amendments would not have a material adverse effect on the holders of any
outstanding Securities of any series or if the holders of at least the
majority in principal amount of the outstanding Securities of each series so
affected shall waive compliance with the provisions of the relevant Section of
the Indenture insofar as it relates to such amendment. (Section 10.06)
Restrictions on Creation of Secured Debt. The Company will not
create, assume or guarantee any Secured Debt and will not permit any
Subsidiary to create, assume, or guarantee any Secured Debt without, in any
such case, making, or causing such Subsidiary to make, effective provision for
securing the Securities (and, if the Company shall so determine, any other
indebtedness of or guaranteed by the Company or such Subsidiary), equally and
ratably with such Secured Debt.
This covenant will not apply to debt secured by (i) certain
mortgages, pledges, liens, security interests or encumbrances in connection
with the acquisition, construction or improvement of any fixed asset or other
physical or real property by the Company or any Subsidiary, (ii) mortgages,
pledges, liens, security interests or encumbrances on property existing at the
time of acquisition thereof, whether or not assumed by the Company or any
Subsidiary, (iii) mortgages, pledges, liens, security interests or
encumbrances on property of a corporation existing at the time such
corporation is merged into or consolidated with the Company or any Subsidiary,
or at the time of a sale, lease or other disposition of the properties of a
corporation or firm as an entirety or substantially as an entirety to the
Company or any Subsidiary, (iv) mortgages, including mortgages, pledges,
liens, security interests or encumbrances, on property of the Company or any
Subsidiary in favor of the United States of America, any State thereof, or any
other country, or any agency, instrumentality or political subdivision
thereof, to secure certain payments pursuant to any contract or statute or to
secure indebtedness incurred for the purpose of financing all or any part of
the purchase price or the cost of construction or improvement of the property
subject to such mortgages, (v) certain extensions, renewals or replacements
(or successive extensions, renewals or replacements), in whole or in part, of
any mortgage, pledge, lien or encumbrance referred to in the foregoing clauses
(i) to (iv), inclusive, (vi) any mortgage, pledge, lien, security interest or
encumbrance securing indebtedness owing by the Company to one or more
Wholly-owned Subsidiaries, (vii) any lien, chattel mortgage, security
agreement, and other title retention agreement on tangible personal property,
resulting from the Company, any Subsidiary, or an owner-trustee representing
either of the foregoing acquiring or agreeing to acquire the same property for
substantially concurrent leasing or financing to third parties in Leveraged
Leases (as defined), or Partnerships (as defined), (viii) any liens to
secure non-recourse obligations in connection with the Company's or a
Subsidiary's engaging in Leveraged Lease or single-investor lease
transactions or sales of chattel paper in the ordinary course of business
or (ix) any lien, mortgage, pledge, security agreement, interest or
encumbrance securing indebtedness resulting from any financing transaction
entered into in the ordinary course of the Company's business involving the
sale of Company receivables consisting of loan and/or lease obligating owed
to the Company to any Subsidiary or special purpose entity formed for the
sale purpose of effecting such financing and which applies only to such
Subsidiaries or special purpose entity and its assets.
Notwithstanding the above, the Company may, without securing
the Debt Securities, create, assume or guarantee Secured Debt which would
otherwise be subject to the forgoing restrictions, provided that, after giving
effect thereto, the aggregate amount of all Secured Debt then outstanding (not
including Secured Debt permitted under the foregoing exceptions) at such time
does not exceed 10% of Consolidated Net Tangible Assets. (Sections 1.01 and
10.07)
Restrictions on Consolidation, Merger, Conveyance, Transfer or Lease
The Indenture provides that no consolidation or merger of the
Company with or into any other Person and no conveyance, transfer or lease of
its property substantially as an entirety to another Person may be made (1)
unless (i) the surviving corporation or acquiring Person shall be a
corporation organized and existing under the laws of the United States of
America, any State thereof, or the District of Columbia and shall expressly
assume the payment of principal and any premium and interest on all the
Securities and the performance of every covenant in the Indenture; (ii)
immediately after giving effect to such transaction, no Event of Default, and
no event which after notice or lapse of time would become an Event of Default,
shall have happened and be continuing; (iii) if, as a result thereof, any
assets of the Company would become subject to a mortgage or other encumbrance
which is not expressly permitted by the Indenture (see "Certain
Restrictions--Restrictions on Creation of Secured Debt") unless all the
outstanding Securities are secured by a lien upon such assets equal with (or
prior to) that of the indebtedness secured by such mortgage or encumbrance;
and (iv) the Company has delivered the required Officers' Certificate and
Opinion of Counsel to the Trustee. (Section 8.01)
The Trustee
The Indenture contains certain limitations on the right of the
Trustee, as a creditor of the Company, to obtain payment or claims in certain
cases, or to realize on certain property received in respect of any such claim
as security or otherwise. (Section 6.13)
SunTrust Bank, Atlanta, the Trustee under the Indenture,
maintains a banking relationship with the Company.
Book-Entry System
If so specified in the applicable Prospectus Supplement, the
Offered Debt Securities may be represented by one or more certificates in
global form (each a "Global Security"). Each Global Security will be
deposited with, or on behalf of, a depositary, which, unless otherwise
specified in the applicable Prospectus Supplement, will be The Depository
Trust Company ("DTC"), New York, New York (including any successor depositary
appointed by the Company, the "Depositary"). The Global Securities will be
registered in the name of the Depositary or its nominee.
DTC has advised the Company that DTC is a limited purpose trust
company organized under the laws of the State of New York, a "banking
organization" within the meaning of the New York banking law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Exchange Act. DTC was created to hold
securities of its participants and to facilitate the clearance and settlement
of securities transactions among its participants through electronic
book-entry changes in accounts of the participants, thereby eliminating the
need for physical movement of securities certificates. The Depositary's
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations, some of which (and/or
representatives of which) own the Depositary. Access to the Depositary's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship
with a participant, either directly or indirectly.
Upon the issuance of a Global Security, the Depositary will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Security
to the accounts of participants. The accounts to be credited will be
designated by the underwriters, dealers or agents, if any, or by the Company,
if such Debt Securities are offered and sold directly by the Company.
Ownership of beneficial interests in a Global Security will be limited to
participants or persons that may hold interests through participants.
Ownership of beneficial interests by participants in a Global Security will be
shown on, and the transfer of that ownership interest will be effected only
through, records maintained by the Depositary or its nominee (with respect to
interests of participants) and on the records of participants (with respect to
interests of persons other than participants). The laws of some jurisdictions
may require that certain purchasers of securities take physical delivery of
such securities in certificated form. Such laws may impair the ability to
transfer beneficial interests in a Global Security.
So long as the Depositary or its nominee is the registered
owner of a Global Security, the Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the Indenture.
Except as set forth below, owners of beneficial interests in such Global
Security will not be entitled to have the Debt Securities represented thereby
registered in their names, will not receive or be entitled to receive physical
delivery of certificates representing the Debt Securities and will not be
considered the owners or holders thereof under the Indenture. Accordingly,
each person owning a beneficial interest in such Global Security must rely on
the procedures of the Depositary and, if such person is not a participant, on
the procedures of the participant through which such person owns its interest,
to exercise any rights of a holder under the Indenture.
Payment of principal of, and any premium and interest on, Debt
Securities represented by a Global Security will be made by the Company
through the Trustee or a paying agent (which may also be the Trustee) to the
Depositary or its nominee, as the case may be, as the registered owner and
holder of the Global Security representing such Debt Securities. Under the
terms of the Indenture, the Company and the Trustee may treat the persons in
whose names the Offered Debt Securities are registered as the owners thereof
for the purpose of receiving such payments and for any and all other purposes.
Consequently, none of the Company, the Trustee, any paying agent or registrar
for such Debt Securities will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
The Company expects that the Depositary or its nominee, as the
case may be, upon receipt of any payment of principal, premium or interest in
respect of a Global Security, will immediately credit participants' accounts
with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown on the
records of the Depositary or its nominee. The Company also expects that
payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers registered in "street name," and will be the
responsibility of such participants.
A Global Security may not be transferred except as a whole by
the Depositary to its nominee or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or its
nominee to a successor of the Depositary or a nominee of such successor. If
the Depositary for a Global Security is at any time unwilling or unable to
continue as depositary and a successor depositary is not appointed by the
Company within 90 days, the Company will issue Debt Securities in certificated
form in exchange for all of the Global Securities representing such Debt
Securities. In addition, the Company may at any time and in its sole
discretion determine not to have any Debt Securities represented by one or
more Global Securities and, in such event, will issue Debt Securities in
certificated form in exchange for all of the Global Securities representing
such Debt Securities. Further, if the Company so specifies with respect to
the Debt Securities of a series, an owner of a beneficial interest in a Global
Security representing Debt Securities of such series may on terms acceptable
to the Company and the Depositary receive Debt Securities of such series in
certificated form. In any such instance, an owner of a beneficial interest in
a Global Security will be entitled to physical delivery in certificated form
of Debt Securities of the series represented by such Global Security equal in
principal amount to such beneficial interest and to have such Debt Securities
registered in its name (Section 3.05).
Events of Default and Notices Thereof
The following events are defined in the Indenture as "Events of
Default" with respect to Securities of any series: (a) failure to pay
principal of or premium, if any, on any Security of that series when due; (b)
failure to pay any interest on any Security of that series when due, continued
for 30 days; (c) failure to deposit any sinking fund payment, when due, in
respect of any Security of that series; (d) failure to perform any other
covenant of the Company in the Indenture (other than a covenant included in
the Indenture solely for the benefit of a series of Securities other than that
series), continued for 90 days after written notice given to the Company by
the Trustee or to the Company and the Trustee by the holders of at least 25%
in principal amount of the Outstanding Securities of each series affected
thereby; (e) certain events in bankruptcy, insolvency or reorganization of the
Company; and (f) any other Event of Default provided with respect to
Securities of such series. (Section 5.01)
If an Event of Default under clause (a), (b), (c), (d) or (f)
above with respect to Securities of any series at the time Outstanding shall
occur and be continuing, either the Trustee or the holders of at least 25% in
principal amount of the Outstanding Securities of each such series voting
separately, in the case of clause (a), (b), (c) or (f), or of all such series
affected thereby, voting as one class, in the case of (d) above, may declare
the principal amount (or, if the Securities of any such series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such series) of all Securities of such series to be
due and payable immediately. If an Event of Default under clause (d) (if all
series of Securities are affected thereby) or (e) above shall occur and be
continuing, either the Trustee or the holders of at least 25% in principal
amount of all of the Outstanding Securities may declare the principal amount
(or, if the Securities of any series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such
series) of all Outstanding Securities to be due and payable immediately.
Under certain circumstances the holders of a majority in aggregate principal
amount of Outstanding Securities of such series may rescind or annul such
declaration and its consequences. (Section 5.02) In the event the Company
takes the necessary action to enable it to omit to comply with certain
covenants of the Indenture as described under "Defeasance of Certain
Covenants" and the Securities are declared due and payable because of the
occurrence of an Event of Default, the amount of money and U.S. Government
Obligations on deposit with the Trustee will be sufficient to pay amounts due
on the Securities at the time of their Stated Maturity but may not be
sufficient to pay amounts due on the Securities at the time of the
acceleration resulting from such Event of Default. (Section 10.08) However,
the Company shall remain liable for such payments.
Reference is made to the Prospectus Supplement relating to any
series of Offered Debt Securities which are Original Issue Discount Securities
for the particular provisions relating to the principal amount of such
Original Issue Discount Securities due on acceleration upon the occurrence of
an Event of Default and the continuation thereof.
The Indenture provides that the Trustee, within 90 days after
the occurrence of a default with respect to any series of Securities shall
give to the holders of Securities of that series, notice of all uncured
defaults known to it (the term default to mean the Events of Default specified
above without grace periods), provided that, except in the case of default in
the payment of principal of (or premium, if any) or any interest, or sinking
fund installment, if any, on any Security, the Trustee shall be protected in
withholding such notice if it in good faith determines that the withholding
of such notice is in the interest of the Holders of Securities. (Section 6.02)
The Company will be required to furnish to the Trustee annually
a certificate by certain officers of the Company to the effect that to the
best of their knowledge the Company is not in default in the fulfillment of
any of its obligations under the Indenture or, if there has been a default in
the fulfillment of any such obligation, specifying each such default.
(Section 10.09)
The holders of a majority in principal amount of the
Outstanding Securities of any series will have the right, subject to certain
limitations, to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Securities of such series, and,
in certain circumstances, the holders of not less than a majority in aggregate
principal amount of Outstanding Securities of any series (voting as a separate
class) or the holders of not less than a majority in aggregate principal
amount of Outstanding Securities of all Series (voting as a class), may waive
certain defaults. (Sections 5.12 and 5.13)
The Indenture provides that in case an Event of Default has
occurred and be continuing, the Trustee shall exercise such of its rights and
powers under the Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in
the conduct of his own affairs. (Section 6.01) Subject to such provisions,
the Trustee will be under no obligation to exercise any of its rights or
powers under the Indenture at the request of any of the holders of Securities
unless they shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request. (Section 6.03)
Modification of the Indenture
Modifications and amendments of the Indenture may be made by
the Company and the Trustee, with the consent of the holders of not less than
a majority in aggregate principal amount of the Outstanding Securities issued
under the Indenture which are affected by the modification or amendment,
provided that no such modification or amendment may, without the consent of
each Holder of each such Outstanding Security affected thereby, (1) change the
stated maturity date of the principal of (or premium, if any) or any
installment of interest, if any, on any such Security; (2) reduce the
principal amount of (or premium, if any) or the interest, if any, on any such
Security or the principal amount due upon acceleration of an Original Issue
Discount Security; (3) change the place or currency of payment of principal
(or premium, if any) or interest, if any, on any such Security; (4) impair the
right to institute suit for the enforcement of any such payment on or with
respect to any such Security; (5) reduce the above-stated percentage of
holders of Securities necessary to modify or amend the Indenture; or (6)
modify the foregoing requirements or reduce the percentage of holders of
Outstanding Securities necessary to waive compliance with certain provisions
of the Indenture or for waiver of certain defaults. (Section 9.02)
Defeasance and Discharge
The Indenture provides that with respect to the Securities of a
certain series, unless otherwise specified, the Company will be discharged
from any and all obligations in respect of such Securities (except for certain
obligations to register the transfer or exchange of Securities, to replace
stolen, lost or mutilated Securities, to maintain paying agencies and hold
monies for payment in trust) upon the deposit with the Trustee, in trust, of
money and/or U.S. Government obligations which through the payment of interest
and principal thereof in accordance with their terms will provide money in an
amount sufficient to pay any installment of principal (and premium, if any)
and any interest on and any mandatory sinking fund payments in respect of such
Securities on the Stated Maturity of such payments in accordance with the
terms of the Indenture and such Securities. Such a trust may only be
established if the Company has delivered to the Trustee an Opinion of Counsel
acceptable to the Trustee (who may be counsel to the Company) to the effect
that, among other things, establishment of the trust would not cause the
Securities of any such series listed on any nationally-recognized securities
exchange to be de-listed as a result thereof and, if designated with respect to
the Securities of such series, the Company has received from or there has been
published by, the United States Internal Revenue Service a ruling to the
effect that such a defeasance and discharge will not be deemed, or result in,
a taxable event with respect to holders of such Securities. (Section 4.02)
The designation of such provisions, Federal income tax consequences and other
considerations applicable thereto will be described in the Prospectus
Supplement relating thereto.
Defeasance of Certain Covenants
The Indenture provides that with respect to the Securities of a
certain series, unless otherwise specified, the Company may omit to comply
with certain restrictive covenants described in Sections 10.06 (Maintenance of
Finance Agreement) and 10.07 (Restriction on Creation of Secured Debt) of the
Indenture and with any other negative or restrictive covenant of the Company
(other than those contained in the Indenture) applicable to the Securities of
any series if the Company deposits with the Trustee money and/or U.S.
Government Obligations (as defined) which through the payment of interest and
principal thereof in accordance with their terms will provide money in an
amount sufficient to pay principal (and premium, if any) and any interest on
and any mandatory sinking fund payments in respect of such Securities on the
stated maturity of such payments in accordance with the terms of the Indenture
and such Securities. The obligations of the Company under the Indenture other
than with respect to the covenants referred to above shall remain in full
force and effect. If specified with respect to the Securities of such series,
the Company will also be required to deliver to the Trustee an Opinion of
Counsel (who may be counsel to the Company) to the effect that the deposit and
related covenant defeasance will not be deemed, or result in, a taxable event
with respect to holders of the Securities. (Section 10.08) The designation
of such provisions, Federal income tax consequences and other considerations
applicable thereto will be described in the Prospectus Supplement relating
thereto.
Concerning the Trustee
Unless otherwise specified in the applicable Prospectus
Supplement, SunTrust Bank, Atlanta, is the Trustee, paying agent and registrar
under the Indenture.
Governing Law
The Indenture and the Debt Securities will be governed by the
laws of the State of New York.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to one or more
underwriters for public offering and sale by them or may sell Debt Securities
to investors directly or through agents. The Prospectus Supplement with
respect to any Offered Debt Securities will set forth the terms of the
offering of such Offered Debt Securities, including the name or names of any
underwriters or agents, the purchase price of the Offered Debt Securities and
the proceeds to the Company from such sale, any underwriting discounts and
other items constituting underwriters' compensation, any initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers and any securities exchanges on which the Offered Debt Securities
may be listed.
If underwriters are used in a sale of any Debt Securities, such
Debt Securities will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The Debt Securities may be offered to the
public through underwriting syndicates represented by managing underwriters.
Unless otherwise set forth in the Prospectus Supplement, the obligations of
the underwriters to purchase the Debt Securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all
the Debt Securities if any are purchased. Any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may
be changed from time to time.
The Debt Securities may be sold directly by the Company or
through agents designated by the Company from time to time. Any such agent
involved in the offer or sale of the Debt Securities will be named, and any
commissions payable by the Company to such agent will be set forth, in the
Prospectus Supplement. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the
period of its appointment.
If so indicated in the Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase Offered Debt Securities from the Company at
the public offering price set forth in the Prospectus Supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified
date in the future. Such contracts will be subject only to those conditions
set forth in the Prospectus Supplement and the Prospectus Supplement will set
forth the commission payable for solicitation of such contracts.
Agents and underwriters may be entitled, under agreements
entered into with the Company, to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act of
1933, or to contribution with respect to payments which the agents or
underwriters may be required to make in respect thereof. Certain agents and
underwriters, including their affiliates, may be customers of, have engaged or
will engage in transactions with, or have performed or will perform services
for, the Company in the ordinary course of business. The agents and the
underwriters, including their affiliates, have and will receive fees and
commissions from the Company for these services.
Each issue of Offered Debt Securities will be a new issue of
securities with no established trading market. Any underwriters to whom
Offered Debt Securities are sold by the Company for public offering and sale
may make a market in such Offered Debt Securities, but such underwriters will
not be obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given as to the liquidity of the trading
market for any Offered Debt Securities.
VALIDITY OF DEBT SECURITIES
The validity of the Debt Securities will be passed upon for the
Company by Christian D. Hughes, Vice President, Secretary and General Counsel
of the Company and by Davis Polk & Wardwell, 450 Lexington Avenue, New York,
New York 10017, and, unless otherwise indicated in a Prospectus Supplement
relating to Offered Debt Securities, for the underwriters or agents by
Sullivan & Cromwell, 125 Broad Street, New York, New York 10004.
EXPERTS
The financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of Pitney Bowes Credit Corporation
for the year ended December 31, 1997 have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee........ $221,250
-------
Trustee's Fees and Expenses................................ 15,000
-------
Printing and Engraving Expenses............................ 20,000
-------
Rating Agency Fees......................................... 25,000
-------
Accounting Fees and Expenses............................... 30,000
-------
Legal Fees and Expenses.................................... 50,000
-------
Blue Sky and Legality Fees and Expenses.................... 5,000
-------
Miscellaneous Expenses..................................... 3,750
-------
Total..................................................... $ 370,000
=======
- ------------
The above items are estimates except the registration fee.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law allows for
indemnification of any person who has been made, or threatened to be made, a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he or she is or was serving as a director, officer, employee or agent of
the registrant or by reason of the fact that he or she is or was serving at
the request of the registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
In certain circumstances, indemnity may be provided against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
if the person acted in good faith and in the manner reasonably believed by him
to be in, or not opposed to, the best interests of the registrant and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. In any proceeding by or in the right of the
registrant, no indemnification may be made if the person is found to be liable
to the corporation, unless and only to the extent the court in which the
proceeding is brought or the Delaware Court of Chancery orders such
indemnification.
Section 102(b)(7) of the Delaware General Corporation Law
provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 (relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock) of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. [The Company's Certificate of
Incorporation does not currently contain such a provision.]
The foregoing statements are specifically made subject to the
detailed provisions of the Delaware General Corporation Law.
The By-Laws of PBCC provide that PBCC shall indemnify to the
full extent permitted by law any person made or threatened to be made a party
to any action, suit or proceeding whether criminal, civil, administrative or
investigative, by reason of the fact that he, his testator or intestate is or
was a director, officer or employee of PBCC or any predecessor of PBCC or
serves or served any other enterprise as a director, officer or employee at
the request of PBCC or any predecessor of PBCC.
PBI has a directors and officers liability insurance policy
that will reimburse PBCC for any payments that it shall make to directors and
officers pursuant to law or the indemnification provisions of its By-Laws and
that will, subject to certain exclusions contained in the policy, further pay
any other costs, charges and expenses and settlements and judgments arising
from any proceeding involving any director or officer of PBCC in his past or
present capacity as such, and for which he may be liable, except as to any
liabilities arising from acts that are deemed to be uninsurable.
The provisions contained in the Underwriting Agreement and
Distribution Agreement pursuant to which the registrant agrees to indemnify
underwriters and agents, as the case may be, and each person, if any, who
controls any underwriters or agents and filed as part of Exhibit 1, are
incorporated herein by reference.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of PBCC pursuant to the foregoing provisions, PBCC has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore unenforceable.
Item 16. Exhibits (Numbered in accordance with Item 601 of Regulation S-K).
Status or
Reg. S-K Incorporation
Exhibits Description by Reference
- -------- ----------- -------------
1(a) -- Form of Underwriting Agreement Exhibit 1(a)
1(b)* -- Form of Distribution Agreement Exhibit 1(b)
4 -- Form of Indenture between the Company and SunTrust Bank, Atlanta, as Trustee Exhibit 4
5.1 -- Opinion re legality Exhibit 5.1
12 -- Computation of Ratio of Earnings to Fixed Charges of Pitney Bowes Credit
Corporation Exhibit 12
23(a) -- Consent of PricewaterhouseCoopers LLP Exhibit 23(a)
23(b) -- Consent of Christian D. Hughes, Esq. Exhibit 23(b)
23(c) -- Consent of Davis Polk & Wardwell (included in opinion filed as Exhibit 5.1) Exhibit 23(c)
24 -- Power of Attorney (contained on signature page) Exhibit 24
25 -- Statement of eligibility of trustee Exhibit 25
- ------------
*To be filed by amendment or under cover of Form 8-K.
Item 17. Undertakings.
Pitney Bowes Credit Corporation hereby undertakes:
(1) To file during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment
to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which individually or
in the aggregate, represent a fundamental change in
the information set forth in this Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high and of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities
Exchange Commission by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the Securities offered therein,
and the offering of such Securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the Securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose of determining any liability under
the Securities Act of 1933, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in the form of a prospectus filed by the Company pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this Registration Statement as of the time it was declared effective.
(6) That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to provisions referred to in Item
15, the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the Company
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the Securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Shelton, State of
Connecticut, on this 15 day of July, 1998.
PITNEY BOWES CREDIT CORPORATION
By /s/ G. Kirk Hudson
-------------------------------------
G. Kirk Hudson
Vice President-Finance
(Principal Financial and Accounting
Officer)
POWER OF ATTORNEY
The Company and each person whose signature appears below
constitutes and appoints Matthew S. Kissner, G. Kirk Hudson and Christian D.
Hughes, and any agent for service named in this Registration Statement and
each of them singly, his, her or its true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him, her or it
and in his, her, or its name, place and stead, in any and all capacities, to
sign any registration statements and any and all amendments (including
post-effective amendments filed pursuant to Rule 462(b) under the Securities
Act of 1933, as amended) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them singly, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he, she, or it
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Matthew S. Kissner President and Chief Executive July 15, 1998
- -------------------------- Officer-Director
Matthew S. Kissner
/s/ G. Kirk Hudson Vice President-Finance July 15, 1998
- -------------------------- (Principal Financial and
G. Kirk Hudson Accounting Officer)
/s/ Marc C. Breslawsky Director July 15, 1998
- --------------------------
Marc C. Breslawsky
/s/ Michael J. Critelli Director July 15, 1998
- --------------------------
Michael J. Critelli
/s/ Arlen F. Henock Director July 15, 1998
- --------------------------
Arlen F. Henock
/s/ John N.D. Moody Director July 15, 1998
- --------------------------
John N.D. Moody
/s/ Sara E. Moss Director July 15, 1998
- --------------------------
Sara E. Moss
/s/ Harry W. Neinstedt Director July 15, 1998
- --------------------------
Harry W. Neinstedt
/s/ Murray L. Reichenstein Director July 15, 1998
- ---------------------------
Murray L. Reichenstein
/s/ Douglas A. Riggs Director July 15, 1998
- -----------------------
Douglas A. Riggs
EXHIBIT INDEX
Exhibits Description Page
- -------- ----------- ----
1(a) -- Form of Underwriting Agreement
1(b)* -- Form of Distribution Agreement
4 -- Form of Indenture between the Company and SunTrust Bank, Atlanta, as Trustee
5.1 -- Opinion re legality
12 -- Computation of Ratio of Earnings to Fixed Charges of Pitney Bowes Credit Corporation
23(a) -- Consent of PricewaterhouseCoopers LLP
23(b) -- Consent of Christian D. Hughes, Esq.
23(c) -- Consent of Davis Polk & Wardwell (included in opinion filed as Exhibit 5.1)
24 -- Power of Attorney (contained on signature page)
25 -- Statement of eligibility of trustee
- ------------
*To be filed by amendment or under cover of Form 8-K.