Delayed Offering
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
___________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) X
___________________
SUNTRUST BANK, ATLANTA
(Exact name of trustee as specified in its charter)
58-0466330
(I.R.S. employer identification no.)
25 Park Place, N.E.
Atlanta, Georgia 30303
(Address of principal executive offices) (Zip Code)
___________________
David M. Kaye
SunTrust Bank, Atlanta
58 Edgewood Avenue, N.E.
Room 400A
Atlanta, Georgia 30303
(404) 588-8060
(Name, address and telephone number of agent for service)
Pitney Bowes Credit Corporation
(Exact name of obligor as specified in its charter)
Delaware 06-0946476
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
27 Waterview Drive
Shelton, Connecticut 06484
(Address of principal executive offices) (Zip Code)
_________________
Debt Securities (1)
(Title of the indenture securities)
(1) Applicable to all securities registered pursuant to the delayed offering
registration statement.
______________________________________________________________________
1. General information.
(a) Name and address of each examining or supervising authority
to which it is subject.
Department of Banking and Finance
State of Georgia
Atlanta, Georgia
Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia
Federal Deposit Insurance Corporation
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with obligor.
None.
3. Voting Securities of the Trustee.
Not applicable.
4. Trusteeships under Other Indentures.
Not applicable.
5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.
Not applicable.
6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
Not applicable.
7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.
Not applicable.
8. Securities of the Obligor Owned or Held by the Trustee.
Not applicable.
9. Securities of Underwriters Owned or held by the Trustee.
Not applicable.
10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.
Not applicable.
11. Ownership or Holdings by the Trustee of any Securities or a Person Owning
50 Percent or More of the Voting Securities of the Obligor.
Not applicable.
12. Indebtedness of the Obligor to the Trustee.
Not applicable.
13. Defaults by the Obligor.
(a) Whether there is or has been a default with respect to the securities
under this indenture.
There is not and has not been any such default.
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in
any other securities, of the obligor are outstanding, or is trustee
for more than one outstanding series of securities under the
indenture, state whether there has been a default under any such
indenture or series.
There has not been any such default.
14. Affiliations with the Underwriters.
Not applicable.
15. Foreign Trustee.
Not applicable.
16. List of Exhibits.
The additional exhibits listed below are filed herewith; exhibits, if
any, identified in parentheses are on file with the Commission and are
incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29
under the Trust Indenture Act of 1939, as amended, and Rule 24 of the
Commission's Rules of Practice.
Exhibit
Number
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1 A copy of the Articles of Amendment and Restated Articles of
Incorporation as now in effect. (Exhibit 1 to Form T-1, Registration
No. 333-25463.)
2 A copy of the certificate of authority of the Trustee to commence
business. (Included in Exhibit 1.)
3 A copy of the authorization of the Trustee to exercise trust powers.
(Included in Exhibit 1.)
4 By-laws of the Trustee. (Included in Exhibit 4 to Form T-1,
Registration No. 333-25463.)
5 Not applicable.
6 Consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.
7 Latest report of condition of the Trustee published pursuant
to law or the requirements of its supervising or examining authority
as of the close of business on March 31, 1998.
8 Not applicable.
9 Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, Atlanta, a banking corporation organized and existing
under the laws of the State of Georgia, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Atlanta and the State of
Georgia, on the ____ day of July, 1998
SunTrust Bank, Atlanta
By: /s/ David M. Kaye
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Group Vice President
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939 in connection with the proposed issuance of Pitney Bowes Inc. Debt
Securities to be issued under the Indenture, SunTrust Bank, Atlanta hereby
consents that reports of examinations by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities
and Exchange Commission upon request therefor.
SUNTRUST BANK, ATLANTA
By:/s/ David M. Kaye
---------------------
Group Vice President
EXHIBIT 7 FORM T-1
LATEST REPORT OF CONDITION
OF
SUNTRUST BANK, ATLANTA
SUNTRUST BANK ATLANTA Call Date: 03/31/98 State #: 130330 FFIEC 031
P.O. BOX 4418 CENTER 632 Vendor ID: D Cert #: 00867 RC-1
ATLANTA, GA 30302 Transit #: 6100010-4
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Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1997
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC -- Balance Sheet
ASSETS Dollar Amounts in Thousands
1. Cash and balances due from depositary institutions (from Schedule RC-A): RCFD
a. Noninterest-bearing balances and currency and coins(1) . . . . . . 0081 867,073 1.a
b. Interest-bearing balances(2) . . . . . . . . . . . . . . . . . . . 0071 4,574 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) . . . . 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B column D). . . . 1773 3,322,133 2.b
3. Federal funds sold and securities purchased under agreements to resell. 1350 796,683 3.
4. Loans and lease financing receivables: RCFD
a. Loans and losses, net of unearned income (from Schedule RC-C). . . 2122 11,210,585 4.a
b. LESS: Allowances for loan and lease losses . . . . . . . . . . . . 3123 134,515 4.b
c. LESS: Allocated transfer risk reserve. . . . . . . . . . . . . . . 3128 0 4.c
RCFD
d. Loans and leases, net of unearned income,
allowance, and reserve (Item 4.a minus 4.b and 4.c). . . . . . . . 2125 11,076,070 4.d
5. Trading assets (from Schedule RC-D) . . . . . . . . . . . . . . . . . . 3545 16,724 5.
6. Premises and fixed assets (including capitalized leases). . . . . . . . 2145 101,431 6.
7. Other real estate owned (from Schedule RC-M). . . . . . . . . . . . . . 2150 1,387 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M). . . . . . . . . . . . . . . . . . . . . . . . . . 2130 12,664 8.
9. Customers' liability to this bank on acceptance outstanding . . . . . . 2155 350,591 9.
10. Intangible assets (from Schedule RC-M). . . . . . . . . . . . . . . . . 2143 16,265 10.
11. Other assets (from Schedule RC-F) . . . . . . . . . . . . . . . . . . . 2180 149,944 11.
12. Total assets (sum of items 1 through 11). . . . . . . . . . . . . . . . 2170 16,715,539 12.
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
SUNTRUST BANK ATLANTA Call Date: 03/31/98 State #: 130330 FFIEC 031
P.O. BOX 4418 CENTER 632 Vendor ID: D Cert #: 00867 RC-1
ATLANTA, GA 30302 Transit #: 6100010-4
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Schedule RC -- Balance Sheet
LIABILITIES Dollar Amounts in Thousands
13. Deposits: RCFD
a. In domestic offices (sum of totals of columns A and C from Schedule
RC-E, part I). . . . . . . . . . . . . . . . . . . . . . . . . . . RCON 2200 7,190,048 13.a
(1) Noninterest-bearing(1). . . . . . . . . . . . . . . . . . . . 6631 2,439,599 13.a.1
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . 6636 4,750,449 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from RCON
Schedule RC-E, part II). . . . . . . . . . . . . . . . . . . . . . RCFN 2200 855,056 13.b
(1) Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . 6631 0 13.b.1
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . 6636 855,056 13.b.2
14. Federal funds purchased and securities sold under agreements to RCFD
repurchase. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2800 3,858,832 14
RCON
15. a. Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . 2840 0 15.a
RCFD
b. Trading liabilities (from Schedule RC-D) . . . . . . . . . . . . . 3548 3 15.b
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
a. With a remaining maturity of one year or less. . . . . . . . . . . 2332 564,410 16.a
b. With a remaining maturity of more than one year through three years A547 2,530 16.b
c. With a remaining maturity of more than three years . . . . . . . . A546 0 16.c
17. Not applicable
18. Bank's liability on acceptances executed and outstanding. . . . . . . . 2920 350,591 18
19. Subordinated notes and debentures(2). . . . . . . . . . . . . . . . . . 3200 250,000 19
20. Other liabilities (from Schedule RC-G). . . . . . . . . . . . . . . . . 2930 1,232,470 20
21. Total liabilities (sum of items 13 through 20). . . . . . . . . . . . . 2948 14,303,940 21
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus . . . . . . . . . . . . . 3638 0 23
24. Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3230 21,601 24
25. Surplus (exclude all surplus related to preferred stock). . . . . . . . 3839 573,406 25
26. a. Undivided profits and capital reserves . . . . . . . . . . . . . . 3632 611,847 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8434 1,204,745 26.b
27. Cumulative foreign currency translation adjustments . . . . . . . . . . 3284 0 27
28. Total equity capital (sum of items 23 through 27) . . . . . . . . . . . 3210 2,411,599 28
29. Total liabilities and equity capital (sum of items 21 and 28) . . . . . 3300 16,715,539 29
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the RCFD Number
statement below that best describes the most ---- ------
comprehensive level of auditing work performed for
the bank by independent external auditors as of
any date during 1997. . . . . . . . . . . . . . . . . . . . 6724 2 M.1
1 = Independent audit of the bank conducted in accordance with
generally accepted auditing standards by a certified public
accounting form which submits a report on the bank
2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which
submits a report on the consolidated holding company (but
not on the bank separately)
3 = Directors' examination of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm (may be required by state chartering
authority)
4 = Directors' examination of the bank performed by other
external auditors (may be required by state chartering
authority)
5 = Review of the bank's financial statements by external
auditors
6 = Compilation of the bank's financial statements by external
auditors
7 = Other audit procedures (excluding preparation work)
8 = No external audit work
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(1) Includes total demand deposits and noninterest-bearing time and
savings deposits.
(2) Includes limited-life preferred stock and related surplus.