<PAGE>
Rule 424(b)(5)
Registration No. 33-53736
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 7, 1992
$200,000,000
Pitney Bowes Credit Corporation
$100,000,000 6 1/4% Notes Due June 1, 1998
$100,000,000 6 5/8% Notes Due June 1, 2002
Interest payable June 1 and December 1
------------
The 6 1/4% Notes Due June 1, 1998 (the "1998 Notes") and the 6 5/8% Notes Due
June 1, 2002 (the "2002 Notes" and, collectively with the 1998 Notes, the
"Notes") may not be redeemed by the Company prior to maturity. Each of the
1998 Notes and the 2002 Notes will be represented by one or more Global
Notes registered in the name of the nominee of The Depository Trust
Company (the "Depository"). Interests in the Global Notes will be shown
on, and transfers thereof will be effected only through, records
maintained by the Depository and its participants. Except as provided
herein, Notes in definitive form will not be issued. Settlement for
the Notes will be made in immediately available funds. The Notes
will trade in the Depository's Same-Day Funds Settlement System
until maturity, and secondary market trading activity for the
Notes will therefore settle in immediately available funds. See
"Description of Notes--Same-Day Settlement and Payment".
------------
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 AD- EQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Proceeds to
Price to Underwriting Company
Public(1) Discount (1)(2)
------------ ------------ ------------
<S> <C> <C> <C>
Per 1998 Note............................ 99.784% .275% 99.509%
Per 2002 Note............................ 99.641% .55% 99.091%
Total.................................... $199,425,000 $825,000 $198,600,000
</TABLE>
(1) Plus accrued interest, if any, from June 2, 1995.
(2) Before deduction of expenses payable by the Company estimated at $200,000.
------------
The Notes are offered by the several Underwriters of each of the respective
syndicates when, as and if issued by the Company, delivered to and accepted by
the respective Underwriters and subject to their right to reject orders in
whole or in part. It is expected that the Global Notes will be ready for
delivery on or about June 2, 1995, in immediately available funds.
Representatives for the 1998 Notes
CS First Boston Goldman, Sachs & Co.
Representative for the 2002 Notes
CS First Boston
The date of this Prospectus Supplement is May 25, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE NOTES AT
LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE COMPANY
The Company and PBI expect in the near future to enter into an agreement (the
"Amended and Restated Finance Agreement") amending and restating the Finance
Agreement between the Company and PBI. See "The Company" in the accompanying
Prospectus. The Amended and Restated Finance Agreement would require PBI 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, require PBI 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 require PBI 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 Amended and Restated Finance Agreement, including the
Notes, if the Company is unable to make such payment. The Amended and Restated
Finance Agreement may not be materially amended 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 Amended and
Restated 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.
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered hereby
supplements, and to the extent inconsistent therewith replaces, the description
of the general terms and provisions of Debt Securities set forth in the
Prospectus.
GENERAL
The 1998 Notes and the 2002 Notes each will be limited to $100,000,000
aggregate principal amount and will be issued in denominations of $1,000 and
integral multiples thereof. The Notes will be unsecured obligations of the
Company; the 1998 Notes will mature on June 1, 1998 and the 2002 Notes will
mature on June 1, 2002. The Notes will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company.
The 1998 Notes and the 2002 Notes each will bear interest from June 2, 1995
at the respective rates per annum set forth on the cover page of this
Prospectus Supplement, payable on June 1 and December 1 of each year,
commencing December 1, 1995, to the person in whose name such Notes were
registered at the close of business on the preceding May 15 and November 15,
respectively, subject to certain exceptions. The Notes are not subject to
redemption prior to maturity.
BOOK-ENTRY, DELIVERY AND FORM
Each of the 1998 Notes and the 2002 Notes will be issued in the form of one
or more fully registered Global Notes (the "Global Notes") which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depository") and registered in the name of Cede & Co., the
Depository's nominee. Except as set forth below, the Global Notes may be
transferred, in whole and not in part, only to another nominee of the
Depository or to a successor of the Depository or its nominee.
S-2
<PAGE>
The Depository has advised as follows: it is a limited-purpose trust company
which holds securities for its participating organizations (the "Participants")
and facilitates the settlement among Participants of securities transactions in
such securities through electronic book-entry changes in its Participants'
accounts. Participants include securities brokers and dealers (including
certain of the Underwriters), banks and trust companies, clearing corporations
and certain other organizations. Access to the Depository's 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 ("indirect participants"). Persons who are not
Participants may beneficially own securities held by the Depository only
through Participants or indirect participants.
The Depository advises that its established procedures provide that (i) upon
issuance of the 1998 Notes and the 2002 Notes by the Company the Depository
will credit the accounts of Participants designated by the Underwriters with
the respective principal amounts of the 1998 Notes and the 2002 Notes purchased
by the Underwriters, and (ii) ownership of interests in the Global Notes will
be shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depository, the Participants and the indirect
participants. The laws of some states require that certain persons take
physical delivery in definitive form of securities which they own.
Consequently, the ability to transfer beneficial interests in the Global Notes
is limited to such extent.
So long as a nominee of the Depository is the registered owner of the Global
Notes, such nominee for all purposes will be considered the sole owner or
holder of the 1998 Notes or the 2002 Notes, as the case may be, under the
Indenture. Except as provided below, owners of beneficial interests in the
Global Notes will not be entitled to have 1998 Notes or 2002 Notes, as the case
may be, registered in their names, will not receive or be entitled to receive
physical delivery of 1998 Notes or 2002 Notes, as the case may be, in
definitive form, and will not be considered the owners or holders thereof under
the Indenture.
Neither the Company, the Trustee, any Paying Agent nor the Security Registrar
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in
the Global Notes, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
Principal and interest payments on the 1998 Notes or the 2002 Notes, as the
case may be, registered in the name of the Depository's nominee will be made by
the Trustee to the Depository. Under the terms of the Indenture, the Company
and the Trustee will treat the persons in whose names the 1998 Notes or the
2002 Notes, as the case may be, are registered as the owners of such Notes for
the purpose of receiving payment of principal and interest on such Notes and
for all other purposes whatsoever. Therefore, neither the Company, the Trustee
nor any Paying Agent has any direct responsibility or liability for the payment
of principal or interest on the 1998 Notes or the 2002 Notes, as the case may
be, to owners of beneficial interests in the Global Notes. The Depository has
advised the Company and the Trustee that its present practice is to credit the
accounts of the Participants on the appropriate payment date in accordance with
their respective holdings in principal amount of beneficial interests in the
Global Notes as shown on the records of the Depository, unless the Depository
has reason to believe that it will not receive payment on such payment date.
Payments by Participants and indirect participants to owners of beneficial
interests in the Global Notes will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers in bearer form or registered in "street name," and will be the
responsibility of the Participants or indirect participants.
If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 90
days, the Company will issue 1998 Notes and 2002 Notes in definitive form in
exchange for the Global Notes. In addition, the Company may at any time
determine not to have the 1998 Notes or the 2002 Notes represented by Global
Notes and, in such event, will issue such 1998 Notes or 2002 Notes, as the case
may be, in definitive form in exchange for the relevant Global Notes. In either
instance, an owner of a beneficial interest in the Global Notes will be
entitled to have 1998 Notes or
S-3
<PAGE>
2002 Notes, as the case may be, equal in principal amount to such beneficial
interest registered in its name and will be entitled to physical delivery of
such Notes in definitive form. Notes so issued in definitive form will be
issued in denominations of $1,000 and integral multiples thereof and will be
issued in registered form only, without coupons.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for both the 1998 Notes and the 2002 Notes will be made by the
respective Underwriters in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, both the
1998 Notes and the 2002 Notes will trade in the Depository's Same-Day Funds
Settlement System until maturity, and secondary market trading activity in the
Notes will therefore be required by the Depository to settle in immediately
available funds. No assurance can be given as to the effect, if any, of
settlement in immediately available funds on trading activity in the Notes.
S-4
<PAGE>
UNDERWRITING
The Underwriters named below (the "1998 Notes Underwriters"), for which CS
First Boston Corporation and Goldman, Sachs & Co. are acting as
Representatives, have severally agreed to purchase from the Company the
following respective principal amount of the 1998 Notes.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF 1998 NOTES
----------- ----------------
<S> <C>
CS First Boston Corporation.............................. $ 42,500,000
Goldman, Sachs & Co. ................................... 42,500,000
BA Securities, Inc. ..................................... 5,000,000
Chemical Securities, Inc. ............................... 5,000,000
Citicorp Securities, Inc. ............................... 5,000,000
------------
Total.................................................. $100,000,000
============
</TABLE>
The Company has been advised by the Representatives of the 1998 Notes
Underwriters, that the 1998 Notes Underwriters propose to offer the 1998 Notes
to the public initially at the public offering price set forth on the cover
page of this Prospectus Supplement and to certain dealers at such price less a
concession of .20% of the principal amount of the 1998 Notes; that the 1998
Notes Underwriters and such dealers may allow a discount of .125% of such
principal amount on sales to certain other dealers.After the initial public
offering the public offering, price and concession and discount to dealers may
be changed by the Representatives.
The Underwriters named below (the "2002 Notes Underwriters"), for which CS
First Boston Corporation is acting as Representative, have severally agreed to
purchase from the Company the following respective principal amount of the 2002
Notes.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF 2002 NOTES
----------- ----------------
<S> <C>
CS First Boston Corporation.............................. $ 85,000,000
Chase Securities, Inc. .................................. 5,000,000
First Chicago Capital Markets, Inc. ..................... 5,000,000
NationsBanc Capital Markets, Inc. ....................... 5,000,000
------------
Total.................................................. $100,000,000
============
</TABLE>
The Company has been advised by the Representative of the 2002 Notes
Underwriters, that the 2002 Notes Underwriters propose to offer the 2002 Notes
to the public initially at the public offering price set forth on the cover
page of this Prospectus Supplement and to certain dealers at such price less a
concession of .35% of the principal amount of the 2002 Notes; that the 2002
Notes Underwriters and such dealers may allow a discount of .25% of such
principal amount on sales to certain other dealers. After the initial public
offering the public offering price, and concession and discount to dealers may
be changed by the Representative.
The Underwriting Agreement provides that the obligations of the 1998 Notes
Underwriters and the 2002 Notes Underwriters are subject to certain conditions
precedent and that the 1998 Notes Underwriters and the 2002 Notes Underwriters
will be obligated to purchase all the 1998 Notes and the 2002 Notes,
respectively, if any are purchased.
The 1998 Notes and the 2002 Notes are new issues of securities with no
established trading market. One or more of the 1998 Notes Underwriters and the
2002 Notes Underwriters have advised the Company that they intend to act as
market makers for the 1998 Notes and 2002 Notes, respectively. However, the
1998 Notes Underwriters and the 2002 Notes Underwriters are not 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 the Notes.
All secondary trading in the Notes will settle in immediately available
funds. See "Description of Notes--Same-Day Settlement and Payment".
The Company has agreed to indemnify the 1998 Notes Underwriters and the 2002
Notes Underwriters against certain liabilities, including civil liabilities
under the Securities Act of 1933, or contribute to payments which the
Underwriters may be required to make in respect thereof.
S-5
<PAGE>
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the Notes in Canada is being made only on a private
placement basis exempt from the requirement that the Company prepare and file a
prospectus with the securities' regulatory authorities in each province where
trades of Notes are effected. Accordingly, any resale of the 1998 Notes or the
2002 Notes, as the case may be, in Canada must be made in accordance with
applicable securities laws which will vary depending on the relevant
jurisdiction, and which may require resales to be made in accordance with
available statutory exemptions or pursuant to a discretionary exemption granted
by the applicable Canadian securities regulatory authority. Purchasers are
advised to seek legal advice prior to any resale of the 1998 Notes or the 2002
Notes, as the case may be.
REPRESENTATIONS OF PURCHASERS
Each purchaser of 1998 Notes or 2002 Notes, as the case may be, in Canada who
receives a purchase confirmation will be deemed to represent to the Company and
the dealer from whom such purchase confirmation is received that (i) such
purchaser is entitled under applicable provincial securities laws to purchase
such 1998 Notes or 2002 Notes, as the case may be, without the benefit of a
prospectus qualified under such securities laws, (ii) where required by law,
that such purchaser is purchasing as principal and not as agent, and (iii) such
purchaser has reviewed the text above under "Resale Restrictions".
RIGHTS OF ACTION AND ENFORCEMENT
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be
possible for Ontario purchasers to effect service of process within Canada upon
the issuer or such persons. All or a substantial portion of the assets of the
issuer and such persons may be located outside of Canada and, as a result, it
may not be possible to satisfy a judgment against the issuer or such persons in
Canada or to enforce a judgment obtained in Canadian courts against such issuer
or persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of 1998 Notes or 2002 Notes, as the case may be, to whom the
Securities Act (British Columbia) applies is advised that such purchaser is
required to file with the British Columbia Securities Commission a report
within ten days of the sale of any 1998 Notes or 2002 Notes, as the case may
be, acquired by such purchaser pursuant to this offering. Such report must be
in the form attached to British Columbia Securities Commission Blanket Order
BOR #88/5, a copy of which may be obtained from the Company. Only one such
report must be filed in respect of 1998 Notes or 2002 Notes, as the case may
be, acquired on the same date and under the same prospectus exemption.
S-6
<PAGE>
PITNEY BOWES CREDIT CORPORATION
DEBT SECURITIES
----------------
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 $600,000,000 (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". Such underwriters, dealers or agents may include
Goldman, Sachs & Co., The First Boston Corporation, or a group represented by
such firms or by one or more other firms.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES 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 any sinking fund payments, 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").
----------------
THE DATE OF THIS PROSPECTUS IS DECEMBER 7, 1992.
<PAGE>
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 1029,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional
Offices of the Commission: New York Regional Office, 75 Park Place, New York,
New York 10007 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. 0-13497):
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1991; and
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1992 and June 30, 1992.
All documents filed with the Commission pursuant to section 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.
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.
2
<PAGE>
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 business
supplies and services; and provides financing in a third industry segment:
financial services.
The Internal Financing Division of PBCC provides marketing support to PBI and
PBI subsidiaries, including Dictaphone Corporation ("Dictaphone") and Monarch
Marking Systems, Inc. ("Monarch"). Equipment leased or financed for these
Internal Division programs include mailing, paper handling and shipping
equipment, scales, copiers, facsimile units, voice processing systems, retail
price marking and identification equipment, and electronic article surveillance
systems. The transaction size for this equipment ranges from $1,000 to $500,000
although historically most transactions occur in the $5,000 to $10,000 range,
with lease terms generally from 36 to 60 months. During 1991, a significant
portion of new business transactions for equipment costing approximately $1,000
were completed under a program designed for entry-level mailing customers.
PBCC's Internal Financing Division is also responsible for managing the
Company's Vendor Investment Program ("VIP"). VIP provides financing programs
for nonaffiliated vendors selling equipment with a cost, generally, in the
range of $5,000 to $100,000.
PBCC's External Financing Division operates in the large-ticket external
market 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, automobiles, railcars 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 84 months. Aircraft
transaction sizes range from $1 million to $16 million for non-commercial
aircraft and up to $43 million for commercial aircraft. Lease terms are
generally between two and 13 years for non-commercial aircraft and from 10 to
24 years for commercial aircraft. The Company has also participated in
commercial aircraft leveraged lease transactions. 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 which do not satisfy PBCC's investment criteria, 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.
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.
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.
In July 1992, PBCC acquired 100 percent of the stock of Atlantic Mortgage &
Investment Corporation ("AMIC"). AMIC, located in Jacksonville, Florida,
specializes in servicing residential first mortgages for a fee. AMIC does not
originate, hold, or generally assume the credit risk on mortgages it services.
In return for a servicing fee, AMIC provides billing and collects principal,
interest, and tax and insurance escrow payments for mortgage investors such as
the Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage
Corporation (FHLMC), Government National Mortgage Association (GNMA), and
private investors.
3
<PAGE>
Pursuant to a Finance Agreement between PBI and PBCC, PBI has agreed to make
payments to PBCC, if necessary, to enable PBCC 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 year. No such payments have ever been required. The Finance Agreement,
or any term, covenant, agreement or condition thereof may be amended, or
compliance may be waived (either generally or in a particular instance and
either retroactively or prospectively), by either PBI or PBCC with the written
consent of the other party, at any time. PBCC has agreed not to waive, modify
or amend the Finance Agreement in any material respect, or to terminate the
Finance Agreement, without the consent of at least a majority in principal
amount of the outstanding Debt Securities of each series so affected. In
addition, PBI has entered into a letter agreement with the Trustee pursuant to
which it agreed, among other things, that it would not default under the
Finance Agreement nor terminate the Finance Agreement without the consent of at
least a majority in principal amount of the outstanding Debt Securities of each
series so affected. 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 $150 million in Debt Securities having maturities ranging from nine
months to 30 years.
While the Company's funding strategy of balancing short-term and longer-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.
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:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE
30, YEARS ENDED DECEMBER 31,
---------------- ----------------------------------------------------------------
1992 1991 1991 1990 1989 1988 1987
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
2.19x 1.87x 1.88x 1.79x 1.65x 1.84x 1.97x
</TABLE>
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.
4
<PAGE>
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 May 1, 1985, as supplemented by the First Supplemental
Indenture dated as of December 1, 1986, the Second Supplemental Indenture dated
as of February 15, 1989 and the Third Supplemental Indenture dated as of May 1,
1989 (the "Indenture"), between the Company and Bankers Trust Company, as
Trustee. 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. Prior to the date of this Prospectus, $850 million of Securities have
been issued and remain outstanding 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 Securities may be repayable
prior to 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, and the
circumstances under which such global security may be exchanged for registered
securities and the Depositary for the permanent global security; (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) any index used to determine the
amount of payments of principal of and premium, if any, and any interest on the
Offered Debt Securities; (15) the application, if any, of Section 402 or
Section 1008 and of Section 402(i) or Section 1008(5), relating to defeasance
and discharge, defeasance of certain covenants, and certain conditions thereto;
(16) the application, if any, to any of the negative or restrictive covenants
of the Company (other than those contained in the Indenture) applicable to the
Offered Debt Securities of the provisions of Section 1008 of the Indenture
relating to the defeasance of certain covenants, as hereinafter described; and
(17) any other terms of the Offered Debt Securities. (Section 301)
5
<PAGE>
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 considerations 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 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)
6
<PAGE>
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 1006)
In connection with the Finance Agreement, PBI entered into a letter agreement
with the Trustee (the "Letter Agreement") for the benefit of the holders of the
outstanding Securities pursuant to which PBI has agreed that, so long as any of
the Securities are outstanding, it will not default under the Finance Agreement
and it will not terminate the Finance Agreement, unless the Company shall have
obtained the consent to such termination from the holders of at least a
majority in aggregate principal amount of all outstanding Securities in
accordance with the Indenture. Under the terms of the Indenture, the Letter
Agreement may be amended with the prior written consent of the Trustee (i) if
such amendments would not have a material adverse effect on the holders of any
outstanding Securities of any series or (ii) if the Trustee has obtained the
approval of the holders of at least the majority in principal amount of the
outstanding Securities of each series so affected pursuant to the Indenture.
(Section 1006) The Indenture provides that if PBI fails to perform any of the
covenants or agreements contained in such Letter Agreement, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
holders of the outstanding Securities, by appropriate judicial proceedings or
by any other proper remedy. (Section 503)
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.
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)
any extension, renewal or replacement (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.
7
<PAGE>
Notwithstanding the above, the Company may, without securing the Debt
Securities, create, assume or guarantee Secured Debt which would otherwise be
subject to the foregoing 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) This percentage is 5% for Securities issued prior to February 15, 1989.
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 the Securities and the performance of covenants
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 Section 1007
(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.
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)
Bankers Trust Company, the Trustee under the Indenture, maintains a banking
relationship with the Company and PBI.
EVENTS OF DEFAULT, DEFAULTS UNDER THE LETTER AGREEMENT 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 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
8
<PAGE>
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all 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. 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 or by PBI with respect to
the Letter Agreement, shall give to the holders of Securities of that series,
or, in the case of a default with respect to the Letter Agreement, to the
holders of Securities of each series, notice of all uncured defaults known to
it (the term default, except in the context of the Letter Agreement, to mean
the Events of Default specified above without grace periods, and, in the
context of the Letter Agreement, to mean any failure by PBI to perform, at the
time and in the manner required, any of the covenants or agreements contained
in the Letter Agreement), 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)
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 and that PBI is not in default in the
fulfillment of any of its obligations under the Letter Agreement 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, or in case PBI shall have failed to perform any of the covenants or
agreements contained in the Letter Agreement, 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)
9
<PAGE>
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
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 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. 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 1008) The designation of such provisions, Federal
income tax consequences and other considerations applicable thereto will be
described in the Prospectus Supplement relating thereto.
10
<PAGE>
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 either
through underwriting syndicates represented by managing underwriters which may
include Goldman, Sachs & Co. or The First Boston Corporation, or both, or
directly by either or both such firms. 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 Debt Securities from the Company at the public
offering price set forth 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.
LEGAL OPINIONS
The validity of the Debt Securities will be passed upon for the Company by
John H. McDonald, 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.
11
<PAGE>
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, 1991 have been so incorporated in reliance on the report of
Price Waterhouse, independent accountants, given on the authority of said firm
as experts in auditing and accounting.
12
<PAGE>
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NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA-
TION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT
OR THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REP-
RESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. NEITHER THIS PROSPECTUS SUPPLEMENT NOR THE ACCOMPANYING
PROSPECTUS CONSTITUTES AN OFFER TO SELL OR A SOLICITATION TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UN-
LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THEACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUN-
DER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMA-
TION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR PITNEY BOWES INC.
SINCE SUCH DATE.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Company................................................................ S-2
Description of Notes....................................................... S-2
Underwriting............................................................... S-5
Notice to Canadian Residents............................................... S-6
PROSPECTUS
Additional Information..................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 2
Use of Proceeds and Funding Policy ........................................ 4
Ratio of Earnings to Fixed Charges......................................... 4
Description of Debt Securities............................................. 5
Plan of Distribution....................................................... 11
Legal Opinions............................................................. 11
Experts.................................................................... 12
</TABLE>
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$200,000,000
Pitney Bowes Credit Corporation
$100,000,000
6 1/4% Notes
Due June 1, 1998
$100,000,000
6 5/8% Notes
Due June 1, 2002
PROSPECTUS SUPPLEMENT
Representatives for the 1998 Notes
CS First Boston
Goldman, Sachs & Co.
Representative for the 2002 Notes
CS First Boston
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