PITNEY BOWES CREDIT CORP
8-K, 1998-10-19
FINANCE LESSORS
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                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004



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                                    FORM 8-K

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              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                DATE OF REPORT (Date of Earliest Event Reported):

                                October 12, 1998

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                         Commission file number 0-13497

                         PITNEY BOWES CREDIT CORPORATION
           Incorporated pursuant to the Laws of the State of Delaware




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       Internal Revenue Service -- Employer Identification No. 06-0946476

                   27 Waterview Drive, Shelton, CT 06484-4361
                                 (203) 922-4000







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                                  Page 2 of 5


Item 5 -- Other Events

  On October 12, 1998 Pitney Bowes Credit Corporation  ("PBCC" or "the Company")
announced  that it has entered into an agreement with General  Electric  Capital
Corporation  ("GECC"),  a subsidiary of General  Electric  Company,  to sell its
broker-oriented  external  financing  business.  The agreement  reflects  PBCC's
ongoing  strategy of focusing on fee and service based revenue rather than asset
based income.

  Under the terms of the  agreement,  the Company will transfer the  operations,
employees and  substantially  all related assets of its wholly owned subsidiary,
Colonial Pacific Leasing Corporation, to GECC.

 The  transaction  is expected to close during the fourth  quarter of 1998.  The
closing is subject to a number of conditions however,  and there is no assurance
that it will close in a timely manner, or at all.



Item 7 -- Financial Statements and Exhibits

c. The following  exhibit is furnished in accordance with Item 601 of Regulation
S-K:


<TABLE>

      Exhibit
<S>   <C>        <C>                                                                           <C>

      (99)       Pitney Bowes Inc. (parent company)  press release dated October 12, 1998.     See Exhibit (i)
                                                                                               On pages 4-5
</TABLE>




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                                  Page 3 of 5


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.







                                           PITNEY BOWES CREDIT CORPORATION

                                           By        /s/ NANCY E. COOPER
                                                    ----------------------
                                                        Nancy E. Cooper
                                                   Vice President - Finance
                                                   (Principal Financial and
                                                      Accounting Officer)
Dated:  October 19, 1998



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                                  Page 4 of 5

                                   Exhibit (i)


                      PITNEY BOWES SIGNS AGREEMENT TO SELL
                      COLONIAL PACIFIC LEASING OPERATION TO
                        GENERAL ELECTRIC CAPITAL SERVICES


Stamford,  Conn.,  October  12,  1998 - Pitney  Bowes  Inc.  (NYSE:  PBI)  today
announced that it has reached a definitive agreement to sell its broker-oriented
external financing  business,  to General Electric Capital Corporation (GECC), a
subsidiary of General  Electric  Company (NYSE:  GE). In this  transaction,  the
operations,  employees,  and  substantially  all related assets of Pitney Bowes'
wholly owned  subsidiary,  Colonial Pacific Leasing  Corporation  (CPLC) will be
transferred to GECC.
         This  agreement   reflects   Pitney  Bowes'  focus  on  maximizing  the
shareholder  value  delivered  by  each  of  the  company's  business  segments,
according to Chairman  and CEO Michael J.  Critelli,  "Today's  agreement is the
next step in a strategy  launched  over 12 months  ago.  In that time,  with the
refocus of our financial  services  operations  on supporting  core products and
services and fee based financing,  we have generated approximately $2 billion in
cash that has been  redeployed  in core  businesses  around the  world,  reduced
consolidated debt and been used to repurchase our stock."
     Mr. Critelli  continued,  "CPLC is regarded as a leader in  broker-oriented
small-ticket financing. Affiliation with a more commonly aligned company such as
General  Electric  Capital  Services  should  provide  CPLC  with new  strategic
momentum."
     Stephen M. Bennett,  president of Vendor Financial Services, the GE Capital
unit acquiring CPLC,  noted,  "This  acquisition is a key element of our ongoing
strategy to expand our activity in the small ticket financing market."
     CPLC, established in 1961, is based in Portland, Oregon and finances leases
sourced through a network of 355 brokers and lessors throughout the country.
     General  Electric  Capital  Services Inc.,  with assets of more than US$250
billion, is a global, diversified financial services company with 28 specialized
businesses.  A wholly-owned  subsidiary of General Electric Company, GE Capital,
based in Stamford, CT, provides equipment management, mid-market and specialized
financing,  specialty  insurance and variety of consumer  services,  such as car
leasing,  home mortgages and credit cards, to businesses and individuals  around
the world. GE is a diversified  manufacturing,  technology and services  company
with operations worldwide.

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                                  Page 5 of 5

                             Exhibit (i) (continued)

         Pitney Bowes  Financial  Services  division,  of which CPLC was a part,
provides leasing and financing  services to help businesses - ranging from small
to large - acquire  Pitney  Bowes  and  other  mission  critical  equipment  and
services while  preserving cash flow.  Pitney Bowes Inc. is a global provider of
informed mail and messaging management.  For more information about the company,
visit www.pitneybowes.com.
         The forward looking  statements  contained in this news release involve
risks and  uncertainties,  and are subject to change based on various  important
factors,  as outlined the company's  1997 form 10-K Annual Report filed with the
Securities and Exchange Commission.



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