SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
F O R M 8 - K
C U R R E N T R E P O R T
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 12, 1995
Commission File Number: 0-13497
PITNEY BOWES CREDIT CORPORATION
State of Incorporation IRS Employer Identification No.
Delaware 06-0946476
201 Merritt Seven
Norwalk, Connecticut 06856-5151
Telephone Number: (203) 846-5600
<PAGE>
Item 5: Other Events
------------
Pitney Bowes Credit Corporation, a Delaware corporation
has filed with the Securities and Exchange Commission a
Form 10 dated as of May 1, 1985. Included as Exhibit 10.2
in accordance with Item 601 of Regulation S-K is the
Finance Agreement between Pitney Bowes Credit Corporation
and Pitney Bowes Inc. dated July 5, 1978. This agreement
was amended and restated and approved by the Board of
Directors of Pitney Bowes Inc. and agreed to by Pitney
Bowes Credit Corporation on June 12, 1995 and is attached
as an exhibit hereto and is incorporated herein by
reference.
Item 7: Exhibits and Reports of Form 8-K
--------------------------------
(a) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
Reg. S-K Status or Incorporation
Exhibits Description by Reference
-------- ----------- -------------
(10) Material Contract See Exhibit (i)
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
PITNEY BOWES CREDIT CORPORATION
By: /s/ G. Kirk Hudson
---------------------------
Vice President - Finance
Date: June 26, 1995
Exhibit (i)
AMENDED AND RESTATED
FINANCE AGREEMENT
This AMENDED AND RESTATED FINANCE AGREEMENT is dated as of the
12th day of June, 1995, and amends and restates in its entirety the
Finance Agreement dated as of July 5, 1978 between Pitney Bowes
Inc. ("Pitney Bowes") and Pitney Bowes Credit Corporation ("PBCC")
(formerly, PB Leasing Corporation).
Pitney Bowes, as the owner and holder of all of the issued and
outstanding shares of voting stock of PBCC, desires to provide
certain agreements as to the fixed charge coverage of, and
availability of funds to, PBCC in connection with the incurrence,
assumption or guaranty by PBCC from time to time of Approved Debt
(as hereinafter defined) and commercial paper.
In order to accomplish the foregoing, the parties hereto agree
as follows:
1. Fixed Charge Coverage. As long as this Agreement is in
effect, Pitney Bowes will, within 45 days after the last day of
each fiscal quarter of PBCC, make, or cause to be made, a
determination of the ratio of Income Available for Fixed Charges to
Fixed Charges for the immediately preceding one-year period. If,
at any time such determination is made, said ratio of Income
Available for Fixed Charges to Fixed Charges shall be less than
1.25 to 1, Pitney Bowes will, within 10 days after the date of such
determination, pay to PBCC a fee in an amount at least sufficient
to increase said ratio of Income Available for Fixed Charges to
Fixed Charges to 1.25 to 1.
<PAGE>
2. Maintenance of Liquidity. At all times while this
Agreement is in effect, if PBCC is unable to make timely payment of
any principal, interest or premium in respect of any Approved Debt
or commercial paper, Pitney Bowes shall, at PBCC's request, provide
(or cause to be provided) to PBCC on a timely basis, funds (which,
if provided by Pitney Bowes or any subsidiary of Pitney Bowes, may
be provided as an equity contribution, as a loan or otherwise, in
each case, as elected by Pitney Bowes) sufficient to make such
payment.
3. Stock Ownership. At all times during the term of this
Agreement, Pitney Bowes shall own and hold, directly or indirectly,
the legal title to and beneficial interest in a majority of the
outstanding shares of stock of PBCC having the right to vote for
the election of members of the Board of Directors of PBCC, and
shall not pledge, directly or indirectly, or in any way encumber or
otherwise dispose of any such shares of stock of PBCC or permit its
subsidiaries to do so.
4. Definitions. As used in this Agreement, the following
terms have the meanings indicated:
"Approved Debt" shall mean indebtedness for borrowed money
incurred, assumed or guaranteed by PBCC pursuant to (i) The
Indenture, dated May 1, 1985, as supplemented (the "Indenture"),
between PBCC and Bankers Trust Company, as Trustee, and (ii) other
agreements (including future indentures for borrowed money) which
by their express terms make such indebtedness entitled to the
provisions of this Agreement.
"Fixed Charges" of PBCC and its subsidiaries shall mean, at
<PAGE>
the time of any determination thereof, the sum of (i) the
aggregate amount of fixed rentals payable during the immediately
preceding one-year period by PBCC and its subsidiaries with respect
to all leases of real and personal property (other than leases
between PBCC and any subsidiary or between subsidiaries) and (ii)
the interest charges on the aggregate principal amount of
consolidated indebtedness of PBCC and its subsidiaries during such
period.
"Income Available for Fixed Charges" shall mean, at the time
of any determination thereof, the consolidated net income of PBCC
and its subsidiaries determined in accordance with generally
accepted accounting principles, except that such determination
shall be made before any deduction for Fixed Charges or provisions
for taxes in respect of income.
5. Amendment and Termination. This Agreement, or any term,
covenant, agreement or condition hereof, may be amended or
terminated by the parties hereto at any time in writing; provided
that, so long as any series of Approved Debt theretofore issued
remains outstanding, no such amendment or termination which has a
material adverse affect on the rights of the holders of such series
of Approved Debt shall become effective with respect to such series
of Approved Debt unless (i) at least two nationally recognized
statistical rating agencies that have rated such series of Approved
Debt prior to such amendment or termination confirm in writing that
their ratings for such series of Approved Debt in effect
immediately prior to such amendment or termination will not be
downgraded as a result of such amendment or termination, or (ii)
<PAGE>
the holders of the majority in principal amount of such series of
Approved Debt shall have consented thereto in writing.
6. Rights of Holders of Debt. All holders of Approved Debt
and commercial paper issued during the term of this Agreement shall
be intended third-party beneficiaries of this Agreement; provided
that the third-party beneficiary rights of any such holder shall be
limited to (i) the right to demand that PBCC enforce PBCC's rights
under paragraphs 1 and 2 of this Agreement, and (ii) the right to
proceed against Pitney Bowes on behalf of PBCC to enforce PBCC's
rights under paragraphs 1 and 2 of this Agreement if PBCC fails or
refuses to take timely action to enforce PBCC's rights hereunder
following demand for such enforcement by any such holder.
Notwithstanding the foregoing, holders of Approved Debt issued
pursuant to the terms of the Indenture shall only be entitled to
exercise such rights in accordance with the terms of the Indenture.
7. Not a Guaranty. Notwithstanding any other provision
of this Agreement, this Agreement, its provisions and any actions
taken pursuant hereto by Pitney Bowes shall not constitute or be
deemed to constitute a direct or indirect guaranty by Pitney Bowes
of any Approved Debt or any other obligation or liability of any
kind or character whatsoever of PBCC, and no holder of any such
Approved Debt, obligation or liability shall have any right to
proceed directly against Pitney Bowes to obtain any amount due with
respect to any such Approved Debt, obligation or liability,
including, without limitation, any principal thereof or interest or
premium thereon.
<PAGE>
8. Successors or Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
9. Notices. Pitney Bowes and PBCC shall provide any
nationally recognized statistical rating agency that has rated
Approved Debt and commercial paper, notice of the intention to
amend or terminate this agreement which will be no less than the
greater of (i) 60 days or (ii) the number of days to maturity of
PBCC's latest maturing commercial paper.
10. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
PITNEY BOWES CREDIT CORPORATION PITNEY BOWES INC.
By: /s/ Matthew S. Kissner By: /s/ George B. Harvey
------------------------- -------------------------
Title: President & CEO Title: Chairman, President & CEO
