PURSUANT TO RULE NO. 424(b)(3)
FILE NO. 333-59181
PRICING SUPPLEMENT NO. 2
to the
Prospectus dated July 28, 1998
and the
Prospectus Supplement dated August 30, 1999
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$100,000,000
PITNEY BOWES CREDIT CORPORATION
MEDIUM-TERM NOTES, SERIES D
Form of Note: Issue Date (Settlement Date):
Global Security December 6, 2000
Type of Note: Net Proceeds to the
Floating Rate Note Issuer (%): 99.85%
Principal Amount: Price to Public (%): 100.00%
$100,000,000
Interest Rate: 3 month LIBOR Telerate plus 5 basis points
First Determination Date: December 4, 2000
Interest Reset Date(s):
March 8, 2001, June 8, 2001, September 8, 2001, December 8, 2001, and March 8,
2002
Interest Payment Date(s):
March 8, 2001, June 8, 2001, September 8, 2001, December 8, 2001, March 8, 2002
and April 8, 2002
Specified Currency:
U.S. dollars
Stated Maturity:
April 8, 2002
Redemption:
The Notes to which this Pricing Supplement relates are not redeemable at the
option of the Company or repayable at the option of any holder prior to April 8,
2002.
Defeasance and Covenant Defeasance:
The Full Defeasance and Covenant Defeasance provisions of the Indenture do not
apply.
Regarding the Trustee:
SunTrust Equitable Securities Corporation, one of the Agents, is an affiliate of
SunTrust Bank, Atlanta, the Trustee under the Indenture under which the Notes
are to be issued. Upon the occurrence of an event of default, or an event which,
after notice or lapse of time or both, would become an event of default, the
Trustee may be deemed to have a conflicting interest with respect to the Notes
for the purposes of the Trust Indenture Act of 1939 and, accordingly, may be
required to resign as Trustee under the Indenture. In that event, Pitney Bowes
Credit Corporation would be required to appoint a successor Trustee.
Terms used and not defined herein but defined in the Prospectus Supplement and
Prospectus are used herein as therein defined.
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J.P. Morgan & Co.
SunTrust Equitable Securities Corporation
The date of this Pricing Supplement is
December 1, 2000.
