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REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PITNEY BOWES CREDIT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-0946476
(STATE OR 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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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED* PER UNIT** OFFERING PRICE** FEE
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<S> <C> <C> <C> <C>
Debt Securities..... $625,000,000 100% $625,000,000 $215,517.24
</TABLE>
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* Or, if any Debt Securities (1) are denominated or payable in a foreign or
composite currency or currencies, such principal amount as shall result in
an aggregate initial offering price equivalent to $625,000,000 at the time
of initial offering, (2) are issued at an original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price of $625,000,000, or (3) are issued with their principal amount
payable at maturity to be determined with reference to a currency exchange
rate or other index, such principal amount as shall result in an aggregate
initial offering price of $625,000,000.
** Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 (a).
Pursuant to Rule 429 under the Securities Act of 1993, the prospectus
included in this Registration Statement also relates to $125,000,000 of debt
securities registered and remaining unissued under Registration Statement No.
33-53736 previously filed by Registrant, in respect of which $39,062.50 has
been paid to the Commission as filing fee.
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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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED SEPTEMBER 8, 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.
<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 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:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED JUNE 30 YEARS ENDED DECEMBER 31,
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1995 1994 1994 1993 1992 1991 1990
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<S> <C> <C> <C> <C> <C> <C>
2.08x 2.43x 2.43x 2.37x 2.25x 1.88x 1.79x
</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.
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 September , 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 and of Section 402(i) or Section 1008(5), relating to defeasance
and discharge, defeasance of certain covenants, and certain conditions
thereto; (18) 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 (19) 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
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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) The Indenture
provides that if the Company fails to perform any of the covenants or
agreements contained in such Finance Agreement, the Trustee may in its
discretion proceed to protect and enforce 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.
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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
7--1
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
securities exchange to be de-listed as a result thereof and an Officer's
Certificate or Opinion of Counsel to the effect that, 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.
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
<PAGE>
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
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
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
==========
</TABLE>
--------
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
<PAGE>
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).
<TABLE>
<CAPTION>
STATUS OR
REG. S-K INCORPORATION
EXHIBITS DESCRIPTION BY REFERENCE
-------- ----------- -------------
<S> <C> <C>
1(a) --Form of Underwriting Agreement *
1(b) --Form of Distribution Agreement *
4(a) --Indenture dated September , 1995 between the Company and Chemical Bank
as Trustee *
4(b) --Amended and Restated Finance Agreement dated as of June 12, 1995
between the Company and PBI 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 24(a)
23(b) --Consent of Keith H. Williamson, Esq. (included in opinion filed as
Exhibit 5) Exhibit 24(b)
23(c) --Consent of Davis Polk & Wardwell Exhibit 24(c)
24 --Power of Attorney (contained on signature page) Exhibit 25
25 --Statement of eligibility of trustee Exhibit 26
</TABLE>
--------
* To be filed by amendment
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
<PAGE>
(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
<PAGE>
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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF NORWALK, STATE OF CONNECTICUT, ON THIS 7TH DAY OF
SEPTEMBER, 1995.
Pitney Bowes Credit Corporation
/s/ G. Kirk Hudson
By__________________________________
G. KIRK HUDSON
VICE PRESIDENT-FINANCE
(PRINCIPAL FINANCIAL OFFICER)
POWER OF ATTORNEY
THE REGISTRANT AND EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND
APPOINTS MATTHEW S. KISSNER, G. KIRK HUDSON AND KEITH H. WILLIAMSON, AND ANY
AGENT FOR SERVICE NAMED IN THIS REGISTRATION STATEMENT AND EACH OF THEM, HIS,
HER OR ITS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF
SUBSTITUTION AND RESUBSTITUTION, FOR HIM, HER OR IT AND IN HIS, HER, OR ITS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY REGISTRATION
STATEMENTS FILED PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS
AMENDED AND ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO
THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO,
AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE
COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM,
FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING
REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL
INTENTS AND PURPOSES AS HE, SHE, OR IT MIGHT OR COULD DO IN PERSON, HEREBY
RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF
THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE
DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
SIGNATURES TITLE DATE
/s/ Matthew S. Kissner President and Chief September 7,
------------------------------------- Executive Officer-- 1995
MATTHEW S. KISSNER Director
/s/ G. Kirk Hudson Vice President-- September 7,
------------------------------------- Finance (Principal 1995
G. KIRK HUDSON Financial Officer)
/s/ Thomas P. Santora Controller September 7,
------------------------------------- (Principal 1995
THOMAS P. SANTORA Accounting Officer)
II-4
<PAGE>
SIGNATURES TITLE DATE
/s/ George B. Harvey Director September 7,
------------------------------------- 1995
GEORGE B. HARVEY
/s/ Carmine F. Adimando Director September 7,
------------------------------------- 1995
CARMINE F. ADIMANDO
/s/ Marc C. Breslawsky Director September 7,
------------------------------------- 1995
MARC C. BRESLAWSKY
/s/ Michael J. Critelli Director September 7,
------------------------------------- 1995
MICHAEL J. CRITELLI
/s/ Harry W. Neinstedt Director September 7,
------------------------------------- 1995
HARRY W. NEINSTEDT
/s/ John N.D. Moody Director September 7,
------------------------------------- 1995
JOHN N.D. MOODY
/s/ Douglas A. Riggs Director September 7,
------------------------------------- 1995
DOUGLAS A. RIGGS
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION PAGE
-------- ----------- ----
<C> <S> <C>
1(a) --Form of Underwriting Agreement *
1(b) --Form of Distribution Agreement *
4(a) --Form of Indenture *
4(b) --Amended Finance Agreement dated as of June 12, 1995
between the Company and PBI 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 24(a)
23(b) --Consent of Keith H. Williamson, Esq. (included in
opinion filed as Exhibit 5) Exhibit 24(b)
23(c) --Consent of Davis Polk & Wardwell Exhibit 24(c)
24 --Power of Attorney (contained on signature page) Exhibit 25
25 --Statement of eligibility of trustee Exhibit 26
</TABLE>
<PAGE>
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 ratio of Income Available for
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.
<PAGE>
"Fixed Charges" of PBCC and its subsidiaries shall mean, at 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 therefore 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
<PAGE>
downgraded as a result of such amendment or termination, or (ii) 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 or 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,
<PAGE>
obligation or liability, including, without limitation, any principal thereof or
interest or premium thereon.
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 Hess By: /s/ George B. Harvey
--------------------- -----------------------------
Title: President and CEO Title: Chairman, President & CEO
<PAGE>
EXHIBIT 5
[LETTERHEAD OF PITNEY BOWES CREDIT CORPORATION]
__, 1995
Pitney Bowes Credit Corporation
201 Merritt Seven
Norwalk, CT 06856-5151
Ladies and Gentlemen:
Referring to the Registration Statement on Form S-3 (the "Registration
Statement") which Pitney Bowes Credit Corporation (the "Company") is about to
file with the United States Securities and Exchange Commission (the
"Commission") under the United States Securities Act of 1933, as amended (the
"Act"), relating to $750,000,000 aggregate principal amount of the Company's
debt securities (the "Debt Securities") to be issued pursuant to an Indenture
(the "Indenture") between the Company and Chemical Bank, as Trustee, I am of the
opinion that:
(A) when (i) the Indenture has been duly authorized, executed and
delivered by the parties thereto, (ii) the Debt Securities, substantially in the
form set forth in the Indenture filed as an exhibit to the Registration
Statement, have been duly authorized by the Company and (iii) such Debt
Securities have been duly executed and authenticated in accordance with the
Indenture and duly delivered to and paid for by the purchasers thereof in the
manner described in the Registration Statement, the Debt Securities will
constitute valid and binding obligations of the Company enforceable in
accordance with their terms, except as the same may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and by general
principles of equity.
(B) the Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware with full
power and authority to own its properties and conduct its business as described
in the prospectus forming a part of the Registration Statement; and
(C) the issuance of the Debt Securities has been duly authorized by
appropriate corporate action.
<PAGE>
I hereby consent to the filing of this opinion with the Commission in
connection with the filing of the Registration Statement. I also consent to the
use of my name under the caption "Legal Matters" in the prospectus forming a
part of the Registration Statement and to the filing, as an exhibit to the
Registration Statement, of this opinion. In giving such consent I do not concede
I am an "Expert" for the purposes of the Act.
Very truly yours,
/s/ Keith H. Williamson
Keith H. Williamson
Vice President, Secretary and
General Counsel
<PAGE>
EXHIBIT 12
Exhibit (i)
Computation of Ratio of Earnings to Fixed Charges
-------------------------------------------------
<TABLE>
<CAPTION>
(Dollars in thousands)
Three Months Ended Six Months Ended Years Ended December 31,
------------------ ------------------ ------------------------------------------------
1995 1994 1995 1994 1994 1993 1992 1991 1990
-------- ------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income before income
taxes................ $ 55,498 $52,973 $107,963 $103,510 $218,913 $189,960 $185,704 $148,746 $131,582
-------- ------- -------- -------- -------- -------- -------- -------- --------
Fixed charges:
Interest on debt.... 50,918 36,806 99,467 70,130 151,239 137,372 146,594 167,236 164,699
1/3 rental expense.. 373 350 765 697 1,463 1,575 1,491 1,389 1,321
-------- ------- -------- -------- -------- -------- -------- -------- --------
Total fixed charges... 51,291 37,156 100,232 70,827 152,702 138,947 148,085 168,625 166,020
-------- ------- -------- -------- -------- -------- -------- -------- --------
Total................. $106,789 $90,129 $208,195 $174,337 $371,615 $328,907 $333,789 $317,371 $297,602
======== ======= ======== ======== ======== ======== ======== ======== ========
Ratio of earnings to
fixed charges........ 2.08x 2.43x 2.08x 2.46x 2.43x 2.37x 2.25x 1.88x 1.79x
======== ======= ======== ======== ======== ======== ======== ======== ========
</TABLE>
(1) The ratio of earnings to fixed charges is computed by dividing income before
income taxes and fixed charges by fixed charges. Fixed charges consist of
interest on debt and one-third rental expense as representative of the
interest portion of rentals.
<PAGE>
EXHIBIT 23.(A)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 31, 1995 appearing on page 21 of Pitney Bowes Credit Corporation's
Annual Report on Form 10-K for the year ended December 31, 1994. We also consent
to the reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Stamford, Connecticut
September 5, 1995
<PAGE>
EXHIBIT 23.(C)
[LETTERHEAD OF DAVIS POLK & WARDWELL]
September __, 1995
Pitney Bowes Credit Corporation
201 Merritt Seven
Norwalk, Connecticut 06856-5151
Re: Pitney Bowes Credit Corporation
$750,000,000 Aggregate Principal
Amount of Debt Securities
--------------------------------
Ladies and Gentlemen:
We hereby consent to the use of our name under the caption "Legal
Opinions" in the Prospectus contained in the Registration Statement on Form S-3
of Pitney Bowes Credit Corporation. The issuance of such a consent does not
concede that we are an "Expert" for purposes of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Davis Polk & Wardwell
<PAGE>
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
PITNEY BOWES CREDIT CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 06-0946476
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
201 MERRITT SEVEN
NORWALK, CONNECTICUT 06856-5151
(Address of principal executive offices) (Zip Code)
___________________________________________
DEBT SECURITIES
(Title of the indenture securities)
_____________________________________________________
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
New York State Banking Department, State House, Albany, New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New
York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is incorporated by
reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 33-84460, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-
50010, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 7TH day of SEPTEMBER, 1995.
CHEMICAL BANK
By /s/ Andrew M. Deck
---------------------
Andrew M. Deck
Trust Officer
- 3 -
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1995, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from deposit ory institutions:
Noninterest-bearing balances and
currency and coin ................................. $ 5,573
Interest-bearing balances ......................... 2,681
Securities: ........... ............................
Held to maturity securities.......................... 6,027
Available for sale securities........................ 18,304
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold................................. 1,516
Securities purchased under agreements to resell.... 287
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 73,829
Less: Allowance for loan and lease losses 1,885
Less: Allocated transfer risk reserve.. 104
--------
Loans and leases, net of unearned income,
allowance, and reserve............................. 71,840
Trading Assets....................................... 25,315
Premis es and fixed assets (including capitalized
leases)............................................ 1,395
Other real estate owned.............................. 69
Investments in unconsolidated subs idiaries and
associated companies............................... 158
Customer's liability to thi s bank on acceptances
outstanding........................................ 1,120
Intangible asset s................................... 484
Oth er assets........................................ 7,254
--------
TOTAL ASSETS......................................... $142,023
========
</TABLE>
- 4 -
<PAGE>
LIABILITIES
<TABLE>
<CAPTION>
Deposits
<S> <C>
In domestic offices..................................... $ 46,128
Noninterest-bearing .........................$16,282
Interest-bearing ............................ 29,846
In foreign offices, Edge and Agreement subsidiaries,
and IBF's............................................... 30,833
Noninterest-bearing .........................$ 199
Interest-bearing ............................ 30,634
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased................................. 16,779
Securities sold under agreements to repurchase.......... 810
Demand notes issued to the U.S. Treasury.................. 1,001
Trading liabilities....................................... 20,888
Other Borrowed money:
With original maturity of one year or less.............. 6,505
With original maturity of more than one year............ 602
Mortgage indebtedness and obligations under capitalized
leases.................................................. 18
Bank's liability on acceptances executed and outstanding 1,126
Subordinated notes and debentures......................... 3,411
Other liabilities......................................... 6,287
TOTAL LIABILITIES......................................... 134,388
--------
<CAPTION>
EQUITY CAPITAL
<S> <C>
Common stock.............................................. 620
Surplus................................................... 4,524
Undivided profits and capital reserves.................... 2,724
Net unrealized holding gains (Losses)
on available-for-sale securities.......................... (241)
Cumulative foreign currency translation adjustments....... 8
TOTAL EQUITY CAPITAL...................................... 7,635
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL................................. $142,023
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true to the best of my knowledge and
belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )
- 5 -
