<PAGE>
FORM 8 - K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8 - K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported): April 26, 1995
PITNEY BOWES INC.
Commission File Number: 1-3579
State of Incorporation IRS Employer Identification No.
Delaware 06-0495050
World Headquarters
Stamford, Connecticut 06926-0700
Telephone Number: (203) 356-5000
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Pitney Bowes Inc. - Form 8-K/A
Page 2 of 4
ITEM 5: Other Events
In April 1995, Pitney Bowes Inc. (the company) signed a
definitive agreement to sell Dictaphone Corporation for $450
million in cash to an affiliate of Stonington Partners, Inc. The
company expects to report an after-tax gain upon the closing of the
sale, which is expected to be completed by July.
A copy of the company's news release is attached as an exhibit
hereto and is incorporated herein by reference.
Item 7: Exhibits and Reports on Form 8-K/A.
(a) Exhibits (numbered in accordance with Item 601 of Regulation
S-K)
Reg. S-K Status or Incorporation
Exhibits Description by Reference
(20) News Release See Exhibit (i)
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Pitney Bowes Inc. - Form 8-K/A
Page 3 of 4
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 INC.
May 11, 1995
/s/ C. F. Adimando
C. F. Adimando
Vice President - Finance and
Administration, and Treasurer
(Principal Financial Officer)
/s/ S. J. Green
S. J. Green
Vice President - Controller
(Principal Accounting Officer)
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Pitney Bowes Inc. - Form 8-K/A
Page 4 of 4 Exhibit (i)
Press -- Sheryl Y. Battles
Director, Corp. Communications
(203) 351-6808
Financial -- Ernest J. Jackson
Director, Investor Relations
(203) 351-6349
FOR IMMEDIATE RELEASE
PITNEY BOWES ENTERS DEFINITIVE AGREEMENT TO SELL ITS DICTAPHONE CORPORATION
SUBSIDIARY
Stamford, Conn., April 26, 1995 -- Pitney Bowes Inc. today announced
that it has entered into a definitive agreement for the sale of its
Dictaphone Corporation subsidiary and related worldwide operations
for $450 million in cash to an affiliate of Stonington Partners, Inc.
Pitney Bowes expects to report an after-tax gain upon the closing of
the sale, which is expected to be completed by July.
Stonington Partners is a private investment firm which manages the
Stonington Capital Appreciation 1994 Fund, L.P. The sale is
conditioned upon, among other things, the buyer's obtaining financing
and the receipt of applicable regulatory approvals. The buyer has
received commitment letters from its Fund for its equity financing and
commitment letters and highly confident letters from major financial
institutions for its debt financing.
Dictaphone Corporation develops and manufactures voice processing,
dictation and communication recording systems, which it markets
throughout the U.S. and through direct operations in Canada, the
United Kingdom, Germany and Switzerland.
Pitney Bowes previously announced its intent to sell Dictaphone
Corporation as part of an initiative to refine its strategic focus.
The company intends to use proceeds from the Dictaphone sale to pay
down debt incurred since the beginning of 1994 in repurchasing its
stock, and for other corporate purposes.
Pitney Bowes is a leading worldwide provider of innovative products
and services which intelligently manage the movement of messages and
packages through relevant networks.
