PITNEY BOWES CREDIT CORP
8-K, 1999-07-26
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):

                                  July 20, 1999

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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





Item 5 -- Other Events

  On July 20, 1999 Pitney Bowes Credit  Corporation  ("the  Company")  announced
that it has decided to dispose of Atlantic  Mortgage and Investment  Corporation
("AMIC"), a wholly owned subsidiary of the Company specializing in the servicing
of residential first mortgages for a fee. The decision will allow the Company to
actively market AMIC and to place more focus on its core businesses.



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>
      (99)       Pitney Bowes Inc. (parent company) press release dated July 20, 1999.         See Exhibit (i)
                                                                                               On pages 4-7

</TABLE>



<PAGE>3




                                   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 and
                                                    Chief Financial Officer
                                                 (Principal Financial Officer)

Dated: July 26, 1999



                                           By      /s/  R. JEFFREY MACARTNEY
                                                    ----------------------
                                                     R. Jeffrey Macartney
                                                          Controller
                                                (Principal Accounting Officer)

Dated: July 26, 1999





<PAGE> 4


                                   Exhibit (i)


               PITNEY BOWES REPORTS STRONG SECOND QUARTER EARNINGS

Highlights
o     18th Consecutive Quarter of Double-Digit Earnings Per Share Growth
o     Continued Strength in Mailing and Integrated Logistics (MAIL) Segment
o     Decision to Dispose of Mortgage Servicing Unit to Focus on Core Businesses

FOR IMMEDIATE RELEASE

Stamford,  Conn.,  July 20, 1999 - Pitney Bowes Inc. (NYSE:  PBI) today reported
strong second quarter results with a 21.5-percent  increase in diluted  earnings
per share from  continuing  operations  to 58 cents.  Revenue  increased by nine
percent on a consolidated basis to $1.1 billion for the strongest second quarter
growth rate in nine years. Income from continuing  operations grew 19 percent to
$157.4 million versus $132.8 million in the second quarter 1998. The company has
now  recorded 18  consecutive  quarters of  double-digit,  year-on-year  diluted
earnings per share growth from continuing  operations.  Net income,  including a
one-time  charge  for  discontinued  operations  attributable  to the  company's
decision to dispose of its mortgage servicing business,  is $129.7 million or 48
cents per diluted share,  versus $142.0 million or 51 cents per diluted share in
the second quarter 1998.
     Chairman and Chief  Executive  Officer  Michael J.  Critelli  discussed the
company's  performance  during the quarter:  "We are pleased with this quarter's
strong  financial  performance,  which  was led by our  Mailing  and  Integrated
Logistics (MAIL) segment.  The segment  continues to benefit from demand for our
customized mail creation and full range of shipping solutions, complementing our
core mailing and financing  offerings.  As a result,  we have again  experienced
excellent  revenue growth and expanding  operating  profit margin in our largest
business segment."
Adds Mr. Critelli: "The underlying strength of our mailing and shipping business
has  allowed us to  accelerate  our  efforts to  position  the Office  Solutions
segment for even greater future profitable growth."
     In segment  performance for the quarter,  Mailing and Integrated  Logistics
posted  strong  revenue  growth  of 12  percent  and a  22-percent  increase  in
operating  profit.  The segment includes  revenues and related expenses from the
rental, sale and financing of mailing and shipping  equipment,  related supplies
and service,  and software.  Contributors to growth  included:  o The Internet's
positive impact on package delivery and direct mail volumes.  Our multi-carrier,
shipping and logistics systems enable customers to rate shop
     for the most  cost-effective  and efficient ways to ship overnight  letters
and packages with systems which integrate with enterprise-wide resource planning
systems o Customized,  high-speed  production  mail  equipment used in Automated
Document Factories and high-volume mailrooms


<PAGE> 5


                             Exhibit (i) (continued)

o Advanced, multi-functional mailing systems, such as ParagonTM and the recently
introduced  digital GalaxyTM  system,  which enable customers to process mid- to
high volumes of mail quickly and conveniently
o Demand for Mail  Creation  solutions,  led by  DocuMatchTM,  which  prints and
prepares  customized,  one-to-one  marketing  materials The U.S.  Postal Service
recently honored Pitney Bowes for helping customers
transition  to advanced  metering  technologies  by converting 98 percent of its
meter unit base to electronic and digital systems. In fact, with over 40 percent
of our meter unit base now digital,  the company continues to lead in delivering
the most advanced  technologies to the marketplace,  while recognizing excellent
supplies revenues and reduced costs related to supporting new metering systems.
     As the  inventor of PC-based  postage,  Pitney  Bowes is excited  about the
potential  benefits this innovative  technology will deliver for certain mailing
applications of small businesses and entrepreneurs  who today use stamps.  While
several other companies are currently testing products, Pitney Bowes is the only
company that has two versions of the PC-based postage product in the U.S. Postal
Service supervised beta product review and testing process: o ClickStampTM Plus,
that  allows  customers  to print  postage via the  computer  without a constant
connection to the Internet,  and o  ClickStampTM  Online,  which is designed for
customers who prefer to maintain an Internet  connection.  The extensive testing
process  consists  of three  beta  phases  with  limited  quantities  of product
available  in specific  Zip codes.  During the  limited  launch  testing  phase,
companies will be allowed to place up to 10,000 units, with a review by the U.S.
Postal Service,  before permission is given to distribute  another 10,000 units.
None  of the  companies  involved  in the  testing  process  have  been  given a
timetable for the unrestricted, national availability of this product.
     The Office  Solutions  Segment  includes  Pitney Bowes  Office  Systems and
Pitney Bowes  Management  Services.  Second-quarter  performance in this segment
featured four- percent  revenue growth and a five-percent  increase in operating
profit.
     During the quarter,  Management  Services revenues grew four percent as the
company  continues to focus on profitable  growth  through  providing high value
services,  such as business recovery,  to both new and existing  customers.  The
focus on profitability resulted in double-digit operating profit growth.
     Office Systems,  featuring Copier and Facsimile, grew revenues five percent
for the quarter. The copier business remains solid, posting strong sales growth.
Additionally,  the business  continues the transition  from  stand-alone  analog
copiers, to digital, networked solutions while strengthening the ability to sell
to national and major  accounts.  Facsimile  revenues were helped by strong unit
placements partly offset by ongoing price pressure in the market.


<PAGE> 6


                             Exhibit (i) (continued)

     The Capital Services Segment includes primarily asset- and fee-based income
generated by large ticket  external  assets.  During the quarter,  the segment's
revenue  decreased by two percent  while its  operating  profit  increased  five
percent.  This performance is consistent with the company's previously announced
strategy  to shift  from  asset-based  income by  lowering  the  asset  base and
concentrating on fee-based income opportunities.
     The results from Mortgage  Servicing  have been  excluded  from  continuing
operations.  Pitney Bowes  decided to dispose of Atlantic  Mortgage & Investment
Corporation  (AMIC) after an extensive  review of various  strategic  options to
determine how best to enhance  shareholder  value. This decision will also allow
the company to actively  market the business  and focus on its core  businesses.
The company has recorded a $27.7 million after-tax charge,  which includes costs
associated with: o Net loss from mortgage  servicing  operations of $2.7 million
for the second  quarter  primarily  attributable  to increased  amortization  of
mortgage servicing rights

o Expected  loss of $34.3  million  after-tax  on the disposal of AMIC offset by
gains of $9.3  million  from the  company's  sale of  Colonial  Pacific  Leasing
Corporation (CPLC) completed in 1998

The company  commenced  its review of AMIC  earlier  this year.  The process was
consistent  with earlier  reviews of its financial  services  businesses,  which
resulted in the GATX  transaction in 1997 and the CPLC  transaction in 1998. The
strategic  review was undertaken to address the changing profile of the mortgage
servicing  industry,  the dynamic  interest rate  environment  and the potential
impact of fluctuating  interest rates and prepayment patterns on the business in
the future.
     Mr.  Critelli  concluded,  "This  quarter we continued to take actions that
will maximize  long-term  shareholder  value.  While we have decided to exit the
mortgage servicing business,  the quarter's performance  underscores the ongoing
demand for advanced business messaging solutions worldwide.  We will continue to
invest in research and development and provide innovative  products and services
that reduce the cost,  increase the efficiency and enhance the  productivity  of
mail and messaging. The outlook for our business remains very positive."
     The company previously  announced an 11.6-million share repurchase program.
During the second  quarter the  company  repurchased  approximately  1.9 million
shares on the open market under this program,  for a total of 4.1 million shares
repurchased year-to-date.
     Second  quarter  1999 revenue  included  $546.4  million from sales,  up 11
percent from $492.3 million in the second  quarter of 1998;  $418.8 million from
rentals and financing,  up six percent from $393.8  million;  and $140.3 million
from support services, up nine percent from $128.5 million.
     Second quarter 1999 net income was $129.7 million,  or 48 cents per diluted
share,  compared  to $142.0  million,  or 51 cents per diluted  share,  in 1998.
Second  quarter  net income  included a $27.7  million  charge,  or 10 cents per
diluted share related to  discontinued  operations,  compared to $9.2 million of
income, or three cents per diluted share, in 1998.


<PAGE> 7


                             Exhibit (i) (continued)

     For the six-month period ended June 30, 1999 revenue was $2.155 billion, up
nine  percent  from  $1.968  billion in 1998;  and net income in 1999 was $272.0
million, or 99 cents per diluted share,  compared to $271.7 million, or 97 cents
per diluted share in 1998. The  year-to-date net income included a $24.0 million
net  after-tax  charge,  or nine  cents  per  diluted  share,  for  discontinued
operations  compared to $16.6 million of income, or six cents per diluted share,
in 1998.
     Pitney  Bowes  is  a  global   provider  of  informed  mail  and  messaging
management.

     The forward-looking statements contained in this news release involve risks
and uncertainties,  and are subject to change based on various important factors
including  timely  development  and acceptance of new products,  gaining product
approval,  successful  entry into new markets,  changes in interest  rates,  and
changes in postal regulations, as more fully outlined in the company's 1998 Form
10-K Annual Report filed with the Securities and Exchange Commission.



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