REGISTRATION NO. 33-62485
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
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 OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
201 MERRITT SEVEN
NORWALK, CONNECTICUT 06856-5151
(203) 846-5600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
KEITH H. WILLIAMSON
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
PITNEY BOWES CREDIT CORPORATION
201 MERRITT SEVEN
NORWALK, CONNECTICUT 06856-5151
(203) 846-5600
(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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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.
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+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. +
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SUBJECT TO COMPLETION, DATED NOVEMBER 2, 1995
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 account 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.
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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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THE DATE OF THIS PROSPECTUS IS , 1995.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports 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.
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 is hereby incorporated in this Prospectus by reference the following
documents which have been filed with the Commission (File No. 2-97411):
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1994
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995; and
(3) The Company's Current Reports on Form 8-K dated June 28, 1995 and
July 11, 1995.
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, 201 Merritt Seven, Norwalk,
Connecticut 06856-5151, telephone (203) 846-5600.
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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 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 28,800 people throughout the United States, Europe,
Canada and other countries. PBI manufactures and markets products, and
provides services in two industry segments: business equipment and services,
and financial services.
The Internal Financing Division of PBCC provides marketing support to PBI
and PBI divisions. Equipment leased or financed for these Internal Division
programs include mailing, paper handling and shipping equipment, scales,
copiers, facsimile units and other office and business equipment. 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.
PBCC's External Financing Division operates in the large-ticket external
market by offering financial services to its customers for products not
manufactured or sold by PBI or its subsidiaries. Products financed through
these External Division programs include both commercial and non-commercial
aircraft, over-the-road trucks and trailers, railcars and locomotives, and
high-technology equipment such as data processing and communications
equipment. Transaction sizes (other than aircraft leases) range from $50,000
to several million dollars, with lease terms generally from 36 to 180 months.
Aircraft transaction sizes range from $1 million to $27 million for non-
commercial aircraft and up to $43 million for commercial aircraft. Lease terms
are generally between two and 12 years for non-commercial aircraft and from 10
to 25 years for commercial aircraft. The Company has also participated in nine
commercial aircraft leveraged lease transactions. The Company's investment in
these transactions totaled $227.4 million as of December 31, 1994. The
Company's External Financing Division has also participated, on a select
basis, in certain other types of financial transactions including syndication
of certain lease transactions, senior secured loans in connection with
acquisition, leveraged buyout and recapitalization financing, and certain
project financings.
PBCC's External Financing 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.
The Company's External Financing Division is also responsible for managing
the Custom Vendor Finance ("CVF") programs. CVF provides funding source
financing programs for non-affiliated vendors selling equipment with a cost
generally in the range of $5,000 to $250,000.
Colonial Pacific Leasing Corporation ("Colonial Pacific"), a wholly-owned
subsidiary of PBCC, operates in the small-ticket external market and is
located near Portland, Oregon. Colonial Pacific provides lease financing
services to small- and medium-sized businesses throughout the United States,
marketing exclusively through a nationwide network of brokers and independent
lessors. Transaction size ranges from $2,000 to $250,000, with lease terms
generally from 24 to 60 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 originate,
hold, or assume the credit risk on mortgages it services. In return for a
servicing
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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.
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, noncancelable 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") 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 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 201 Merritt Seven, Norwalk, Connecticut
06856-5151 (telephone 203-846-5600).
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.
PBCC's borrowing strategy is to use a balanced mix of maturities, variable
and fixed rate debt and interest rate swaps to control its sensitivity to
interest rate volatility. The Company may borrow through the sale of
commercial paper, under its confirmed bank lines of credit, and by private and
public offers of intermediate or long-term debt securities. The Company may
also issue up to $500 million in Debt Securities having maturities ranging
from nine months to 30 years.
While the Company's funding strategy of balancing short-term and long-term
borrowings and variable- and fixed-rate debt may reduce sensitivity to
interest rate changes over the long-term, effective interest costs have been
and will continue to be impacted by interest rate changes. The Company
periodically adjusts prices on its new leasing and financing transactions to
reflect changes in interest rates; however, the impact of these rate changes
on revenue is usually less immediate than the impact on borrowing costs.
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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:
THREE MONTHS
ENDED JUNE 30 YEARS ENDED DECEMBER 31,
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1995 1994 1994 1993 1992 1991 1990
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2.08x 2.43x 2.43x 2.37x 2.25x 1.88x 1.79x
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 Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement
and the extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating
to such Debt Securities.
Offered Debt Securities (as defined below) are to be issued under an
Indenture dated as of November 1, 1995 (the "Indenture"), between the Company
and Chemical Bank, as Trustee. A copy of the form of Indenture is filed as an
exhibit to the Registration Statement of which this Propectus 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 the Indenture 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.
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 Prospectus Supplement relating to the particular
Debt Securities offered thereby (the "Offered Debt Securities") for the
following terms of the Offered Debt Securities: (1) the title of the Offered
Debt Securities; (2) any limit on the aggregate principal amount of the
Offered Debt Securities; (3) the date or dates on which the Offered Debt
Securities will mature; (4) the rate or rates (which may be fixed or variable)
per annum at which the Offered Debt Securities will bear interest, if any, and
the date or dates from which any such interest will accrue; (5) the dates on
which any such interest will be payable and the regular record dates for such
interest payment dates; (6) the place or places where principal of (and
premium, if any) and any interest on Offered Debt Securities shall be payable;
(7) any mandatory or optional sinking fund or analogous provisions; (8) if
applicable, the price at which, the periods within which, and the terms and
conditions upon which the Offered Debt Securities may, pursuant to any
optional or mandatory redemption provisions, be redeemed at the option of the
Company; (9) if applicable, the terms and conditions upon which the Offered
Debt
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Securities may be repayable prior to the final maturity at the option of the
holders thereof (which option may be conditional); (10) whether the Offered
Debt Securities are to be issued in whole or in part in permanent global form,
without coupons, the Depositary for the permanent global security and the
circumstances under which such global security may be exchanged for Securities
registered, and any transfer of such global security may be registered in the
name of persons other than the Depositary; (11) the denominations in which
Offered Debt Securities shall be issuable if other than $1,000 and any
integral multiple thereof; (12) the portion of the principal amount of the
Offered Debt Securities, if other than the principal amount thereof, payable
upon acceleration of maturity thereof; (13) the currency or composite
currencies of payment of principal of and premium, if any, and any interest on
the Offered Debt Securities; (14) if the principal of or any premium or
interest on any of the Offered Debt Securities is to be payable, at the
election of the Company or the Holder thereof, in one or more currencies or
currency units other than those in which such Securities are stated to be
payable, the currency, currencies or currency units in which payment of any
such amount as to which such election is made will be payable, the periods
within which and the terms and conditions upon which such election is to be
made and the amount so payable (or the manner in which such amount is to be
determined); (15) if the principal amount payable at the Stated Maturity of
any of the Offered Debt Securities will not be determinable as of any one or
more dates prior to the Stated Maturity, the amount which will be deemed to be
such principal amount as of any such date for any purpose, including the
principal amount thereof which will be due and payable upon any Maturity other
than the Stated Maturity or which will be deemed to be Outstanding as of any
such date (or, in any such case, the manner in which such deemed principal
amount is to be determined); (16) any index or formula used to determine the
amount of payments of principal of and premium, if any, and any interest on
the Offered Debt Securities; (17) the application, if any, of Section 402 or
Section 1008, relating to defeasance and discharge, defeasance of certain
covenants, and certain conditions thereto; and (18) any other terms of the
Offered Debt Securities. (Section 301)
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 or any integral multiple of $1,000.
(Section 302) 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 305)
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 301)
CERTAIN DEFINITIONS
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
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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 "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 "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
101)
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), without the consent of
the holders of not less than a majority in principal amount of outstanding
Securities affected, will not waive compliance under, amend or terminate the
Finance Agreement; provided, however, that the Finance Agreement may be
amended or terminated if such amendment or termination would not have a
material adverse effect on the holders of any outstanding Securities of any
series or if at least two nationally recognized statistical rating agencies
that have rated any outstanding Securities confirm that their ratings for such
Securities will not be downgraded as a result. (Section 1006)
Restrictions on Liens and Encumbrances. 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.
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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), or (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.
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 101 and
1007)
RESTRICTIONS ON CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
The Indenture provides that no consolidation or merger of the Company with
or into any other corporation and no conveyance or transfer of its property
substantially as an entirety to another corporation 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; and (iii) the Company has delivered the required Officers'
Certificate and Opinion of Counsel to the Trustee; or (2) if, as a result
thereof, any assets of the Company would become subject to a mortgage or other
encumbrance which is not expressly excluded from the restrictions or permitted
by the provisions of the Indenture (see "Certain Restrictions-Restrictions on
Liens and Encumbrances") unless all the outstanding Securities are secured by
a lien upon such assets equal with (or, at the Company's option, prior to)
that of the indebtedness secured by such mortgage or encumbrance. (Section
801)
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 613)
8
Chemical Bank, the Trustee under the Indenture, maintains a banking
relationship with the Company and PBI.
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 the holders of at least 25% in principal amount of the Securities
outstanding and 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 501)
If an Event of Default under clause (a), (b), (c), (d) (if less than all
series of Securities are affected thereby) 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 effected
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 each series or of all series of Securities, voting
as a class, as the case may be, may rescind or annul such declaration and its
consequences. (Section 502) 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
1008) 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 602)
9
The Company will be required to furnish to the Trustee annually a statement
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
1009)
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 512 and 513)
The Indenture provides that in case an Event of Default shall occur 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 601) 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 603)
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 902)
DEFEASANCE AND DISCHARGE
The Indenture provides that the Company may specify that, with respect to
the Securities of a certain series, it 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
10
securities exchange to be de-listed as a result thereof and an Officer's
Certificate or Opinion of Counsel to the effect that 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 402) 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 the Company may specify that, with respect to
the Securities of a certain series, the Company may omit to comply with
certain restrictive covenants described in Sections 1006 (Maintenance of
Finance Agreement) and 1007 (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. 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 1008) The
designation of such provisions, Federal income tax consequences and other
considerations applicable thereto will be described in the Prospectus
Supplement relating thereto.
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 sale of Debt
Securities will set forth the terms of the offering of such Debt Securities,
including the name or names of any underwriters, the purchase price of the
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 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
11
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 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. Agents and underwriters may be customers
of, engage in transactions with, or perform services for, the Company in the
ordinary course of business.
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
Keith H. Williamson, 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, 1994 have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission Registration Fee............... $215,517
Trustee's Fees and Expenses....................................... 45,000
Printing and Engraving Expenses................................... 160,000
Rating Agency Fees................................................ 210,000
Accounting Fees and Expenses...................................... 70,000
Legal Fees and Expenses........................................... 280,000
Blue Sky and Legality Fees and Expenses........................... 20,000
Miscellaneous Expenses............................................ 20,000
----------
Total........................................................... $1,020,517
==========
- --------
The above items are estimates except the registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware allows
for indemnification of any person who has been made, or threatened to be made,
a part to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was serving as a director, officer, employee or agent of the
registrant or by reason of the fact that he 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 attorney's
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 General Corporation Law of the State of Delaware
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 General Corporation Law of Delaware.
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.
II-1
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(a) --Indenture dated as of November 1, 1995 between Pitney Bowes Credit
Corporation and Chemical Bank, as Trustee Exhibit 4(a)
4(b) --Amended and Restated Finance Agreement dated as of June 12, 1995
between Pitney Bowes Credit Corporation and Pitney Bowes Inc. Exhibit 4(b)
5 --Opinion re legality Exhibit 5
12 --Computation of Ratio of Earnings to Fixed Charges of Pitney Bowes
Credit Corporation Exhibit 12
23(a) --Consent of Price Waterhouse LLP Exhibit 23(a)
23(b) --Consent of Keith H. Williamson, Esq. (included in opinion filed as
Exhibit 5) Exhibit 23(b)
23(c) --Consent of Davis Polk & Wardwell Exhibit 23(c)
24 --Power of Attorney (contained on signature page) *
25 --Statement of eligibility of trustee *
- --------
* Previously filed
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
II-2
(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 registrant'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 registrant 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 or otherwise, the Company
has been advised 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.
II-3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AMENDMENT TO THE
REGISTRATION STATEMENT (REGISTRATION NO. 33-62485) TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NORWALK, STATE OF
CONNECTICUT, ON THIS 2ND DAY OF NOVEMBER, 1995.
Pitney Bowes Credit Corporation
/s/ G. Kirk Hudson
By __________________________________
G. KIRK HUDSON
VICE PRESIDENT-FINANCE
(PRINCIPAL FINANCIAL OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
THE REGISTRATION STATEMENT (REGISTRATION NO. 33-62485) HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE
President and Chief
* Executive Officer-- November 2,
- ------------------------------------- Director 1995
MATTHEW S. KISSNER
/s/ G. Kirk Hudson Vice President--
- ------------------------------------- Finance (Principal November 2,
G. KIRK HUDSON Financial Officer) 1995
Controller
* (Principal November 2,
- ------------------------------------- Accounting Officer) 1995
THOMAS P. SANTORA
Director
* November 2,
- ------------------------------------- 1995
GEORGE B. HARVEY
Director
* November 2,
- ------------------------------------- 1995
CARMINE F. ADIMANDO
Director
* November 2,
- ------------------------------------- 1995
MARC C. BRESLAWSKY
II-4
SIGNATURES TITLE DATE
Director
* November 2,
- ------------------------------------- 1995
MICHAEL J. CRITELLI
Director
* November 2,
- ------------------------------------- 1995
HARRY W. NEINSTEDT
Director
* November 2,
- ------------------------------------- 1995
JOHN N.D. MOODY
Director
* November 2,
- ------------------------------------- 1995
DOUGLAS A. RIGGS
/S/ G. KIRK HUDSON November 2,
*BY_____________________________ 1995
G. KIRK HUDSON
ATTORNEY-IN-FACT
II-5
EXHIBIT INDEX
EXHIBITS DESCRIPTION PAGE
-------- ----------- ----
1(a) --Form of Underwriting Agreement Exhibit 1(a)
1(b) --Form of Distribution Agreement Exhibit 1(b)
4(a) --Indenture dated as of November 1, 1995 between
Pitney Bowes Credit Corporation and Chemical Bank,
as Trustee Exhibit 4(a)
4(b) --Amended Finance Agreement dated as of June 12, 1995
between Pitney Bowes Credit Corporation and Pitney
Bowes Inc. Exhibit 4(b)
5 --Opinion re legality Exhibit 5
12 --Computation of Ratio of Earnings to Fixed Charges
of Pitney Bowes Credit Corporation Exhibit 12
23(a) --Consent of Price Waterhouse LLP Exhibit 23(a)
23(b) --Consent of Keith H. Williamson, Esq. (included in
opinion filed as Exhibit 5) Exhibit 23(b)
23(c) --Consent of Davis Polk & Wardwell Exhibit 23(c)
24 --Power of Attorney (contained on signature page) *
25 --Statement of eligibility of trustee *
- --------
* Previously Filed