SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 20, 1996
PITNEY BOWES INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-3579 06-0495050
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
World Headquarters, Stamford, Connecticut 06926-0700
(Address of Principal Executive Offices) (Zip Code)
(203) 356-5000
(Registrant's telephone number, including are code)
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ITEM 5. OTHER EVENTS.
On December 11, 1995, the Board of Directors of
Pitney Bowes Inc. (the "Company") declared a dividend of one
preference share purchase right (a "Right") for each outstand-
ing share of common stock, par value $2.00 per share (the
"Common Shares"), of the Company. The dividend was payable on
February 20, 1996 (the "Record Date") to the stockholders of
record on that date. Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a
share of Series A Junior Participating Preference Stock,
without par value (the "Preference Shares"), of the Company at
a price of $195.00 per one one-hundredth of a Preference Share
(the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement, dated as of December 11, 1995 (the "Rights
Agreement"), between the Company and Chemical Mellon
Shareholder Services, L.L.C., as Rights Agent (the "Rights
Agent"). The Company's original rights plan, adopted in
February 1986, expired as of February 20, 1996.
Until the earlier to occur of (i) 10 days following
a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") have acquired ben-
eficial ownership of 20% or more of the outstanding Common
Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such
time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announce-
ment of an intention to make, a tender offer or exchange offer
the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the out-
standing Common Shares (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificate with a
copy of a summary of rights attached thereto.
The Rights Agreement provides that, until the Dis-
tribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incor-
porating the Rights Agreement by reference. Until the Dis-
tribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without
such notation or a copy of the summary of rights being at-
tached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribu-
tion Date, separate certificates evidencing the Rights ("Right
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Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence
the Rights.
The Rights are not exercisable until the Distribu-
tion Date. The Rights will expire on February 20, 2006 (the
"Final Expiration Date"), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed or ex-
changed by the Company, in each case, as described below.
The Purchase Price payable, and the number of Pre-
ference Shares or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the
Preference Shares, (ii) upon the grant to holders of the Pre-
ference Shares of certain rights or warrants to subscribe for
or purchase Preference Shares at a price, or securities con-
vertible into Preference Shares with a conversion price, less
than the then-current market price of the Preference Shares or
(iii) upon the distribution to holders of the Preference
Shares of evidences of indebtedness or assets (excluding reg-
ular periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Preference Shares) or of sub-
scription rights or warrants (other than those referred to
above).
The number of outstanding Rights and the number of
one one-hundredths of a Preference Share issuable upon exer-
cise of each Right are also subject to adjustment in the event
of a stock split of the Common Shares or a stock dividend on
the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring,
in any such case, prior to the Distribution Date.
Preference Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preference Share will be
entitled to a minimum preferential quarterly dividend payment
of $1 per share but will be entitled to an aggregate dividend
of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preference Shares
will be entitled to a minimum preferential liquidation payment
of $100 per share but will be entitled to an aggregate payment
of 100 times the payment made per Common Share. Each
Preference Share will have 100 votes, voting together with the
Common Shares. Finally, in the event of any merger, con-
solidation or other transaction in which Common Shares are
exchanged, each Preference Share will be entitled to receive
100 times the amount received per Common Share. These rights
are protected by customary antidilution provisions.
Because of the nature of the Preference Shares' div-
idend, liquidation and voting rights, the value of the one
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one-hundredth interest in a Preference Share purchasable upon
exercise of each Right should approximate the value of one
Common Share.
In the event that the Company is acquired in a
merger or other business combination transaction or 50% or
more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, proper
provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value
of two times the exercise price of the Right. In the event
that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so
that each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void),
will thereafter have the right to receive upon exercise that
number of Common Shares having a market value of two times the
exercise price of the Right.
At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Shares, the
Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio
of one Common Share, or one one-hundredth of a Preference
Share (or of a share of a class or series of the Company's
preference stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Pur-
chase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
No fractional Preference Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of
a Preference Share, which may, at the election of the Company,
be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of
the Preference Shares on the last trading day prior to the
date of exercise.
At any time prior to the acquisition by a person or
group of affiliated or associated persons of beneficial own-
ership of 20% or more of the outstanding Common Shares, the
Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may be made
effective at such time on such basis with such conditions as
the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to
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exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders
of the Rights, including an amendment to lower certain
thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding
Common Shares then known to the Company to be beneficially
owned by any person or group of affiliated or associated
persons and (ii) 10%, except that from and after such time as
any person or group of affiliated or associated persons
becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.
The Rights have certain anti-takeover effects. The
Rights may cause substantial dilution to a person or group
that attempts to acquire the Company on terms not approved by
the Company's Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other
business combination approved by the Board of Directors since
the Rights may be redeemed by the Company at the Redemption
Price prior to the time that a person or group has acquired
beneficial ownership of 20% or more of the Common Shares.
A copy of the Rights Agreement has been filed with
the Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A dated February 15, 1996. A
copy of the Rights Agreement is available free of charge from
the Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is hereby incorpo-
rated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits.
4. Rights Agreement, dated as of December 11,
1995, between Pitney Bowes Inc. and Chemical
Mellon Shareholder Services, L.L.C., which
includes the form of Certificate of
Designations setting forth the terms of the
Series A Junior Participating Preference Stock,
without par value, as Exhibit A, the form of
Right Certificate as Exhibit B and the Summary
of Rights to Purchase Preference Shares as
Exhibit C. (Incorporated by reference to
Exhibit 1 of the registrant's Registration
Statement on Form 8-A dated February 15, 1996
(Commission File No. 1-3579))
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SIGNATURE
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
PITNEY BOWES INC.
Date: March 13, 1996 By:/s/ Amy C. Corn
Amy C. Corn
Corporate Secretary and
Senior Associate General
Counsel
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EXHIBIT INDEX
Exhibit
No. Description
4. Rights Agreement, dated as of December 11, 1995,
between Pitney Bowes Inc. and Chemical Mellon
Shareholder Services, L.L.C., which includes the
form of Certificate of Designations setting forth
the terms of the Series A Junior Participating
Preference Stock, without par value, as Exhibit A,
the form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preference Shares as
Exhibit C. (Incorporated by reference to Exhibit 1
of the registrant's Registration Statement on Form
8-A dated February 15, 1996 (Commission File No.
1-3579))
