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[LOGO] Pitney Bowes
NOTICE OF THE DECEMBER 18, 1997
SPECIAL STOCKHOLDERS MEETING
AND
PROXY STATEMENT
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Pitney Bowes Inc.
World Headquarters
Stamford, Connecticut 06926-0700
(203) 356-5000
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[LOGO]Pitney Bowes
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TO THE STOCKHOLDERS:
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The board of directors has approved a two-for-one split of
the company's common stock to be effected by means of a
stock dividend of one share of common stock for each share
of common stock outstanding. Because the company does not
have sufficient authorized and unissued shares to effect the
split, the stockholders are being requested to approve an
amendment to the company's Restated Certificate of
Incorporation increasing the number of authorized shares of
common stock from 240 million to 480 million shares. The
board further recommends that the par value of all shares of
common stock be correspondingly reduced from $2.00 per share
to $1.00 per share.
If the amendment is approved, the stock split will be
effective for all stockholders of record as of the close of
business on December 29, 1997. The new certificates
evidencing the issuance of the additional shares will be
mailed by our transfer agent on or about January 16, 1998.
Do not send in your certificates.
Sincerely yours,
Michael J. Critelli
Chairman and Chief Executive Officer
Stamford, Connecticut
November 7, 1997
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NOTICE OF MEETING:
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The special meeting of stockholders of Pitney Bowes Inc.
will be held on Thursday, December 18, 1997, at 9:00 a.m. at
the company's World Headquarters, One Elmcroft Road,
Stamford, Connecticut 06926-0700. Directions, including a
map, to Pitney Bowes' World Headquarters are set forth on
the back cover page of the proxy statement.
The only item of business is:
Amendment of the company's Restated Certificate of
Incorporation increasing authorized shares of common stock
from 240 million to 480 million, and correspondingly
reducing the par value of the common stock per share from
$2.00 to $1.00. The amendment is proposed in order to effect
a two-for-one split of the company's common stock by means
of a stock dividend of one share of common stock for each
share of common stock outstanding.
This item is more fully described in the following pages.
All holders of Pitney Bowes common stock and $2.12
convertible preference stock of record as of the close of
business on October 24, 1997, are entitled to vote at the
meeting or any continuation of the meeting caused by any
adjournment or any postponement of the meeting.
It is important that all stockholders be represented at the
meeting. Stockholders of record may vote by either: (i)
signing and returning promptly the enclosed proxy in the
accompanying envelope, which requires no postage if mailed
in the United States; (ii) attending the meeting and voting
in person; or (iii) voting by telephone as directed on the
enclosed proxy card.
Amy C. Corn
Corporate Secretary and
Senior Associate General Counsel
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[LOGO]Pitney Bowes
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PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies by
the board of directors of Pitney Bowes Inc. for use at the special meeting of
stockholders to be held on December 18, 1997, and at any continuation of the
meeting caused by any adjournment or any postponement of the meeting. Proxies
may be revoked at any time before they are voted at the special meeting by (i)
submitting to the corporate secretary of the company a written revocation, or
(ii) in the case of a stockholder of record, by (a) submitting a later-dated
proxy, or (b) by attending the meeting, revoking the prior proxy and voting at
the special meeting. Each proxy not revoked will be voted at the meeting and
will be voted in accordance with the instructions given in the proxy or, if no
instructions are given, will be voted in favor of the proposal. The votes of
Pitney Bowes common stock and $2.12 convertible preference stock ("$2.12
preference stock") will be aggregated. Each share of common stock will be
entitled to one vote and each share of $2.12 preference stock will be entitled
to eight votes.
Shares present in person or by proxy at the special meeting will determine
whether or not a quorum is present, and the election inspectors will tabulate
the votes cast at the special meeting. The affirmative vote of a majority of the
votes entitled to be cast by the holders of issued and outstanding shares of
Pitney Bowes common and $2.12 preference stock (each share of $2.12 preference
stock counting as eight votes of common stock) is required to adopt the
proposal.
If a broker indicates on a proxy that it does not have discretionary authority
as to certain shares to vote on the proposal, those shares and any abstentions
will be treated by the election inspectors as shares that are present and
entitled to vote at the meeting for purposes of determining the presence of a
quorum, but unvoted for purposes of determining the approval of the proposal.
Thus, abstentions and broker nonvotes will have the effect of a vote against
adoption of the proposal.
At the close of business on October 24, 1997, the record date for the meeting,
there were 142,339,550 shares of common stock outstanding and 83,044 shares of
$2.12 preference stock outstanding.
The company's headquarters is in Stamford, Connecticut 06926-0700. This proxy
statement is being mailed to stockholders on or about November 7, 1997.
PROPOSED INCREASE IN AUTHORIZED
COMMON STOCK
The board of directors has approved a two-for-one stock split to be effected by
a stock dividend, subject to the effectiveness of an amendment to the company's
Restated Certificate of Incorporation which will double the amount of authorized
common stock and correspondingly reduce the par value of the company's common
stock from $2.00 per share to $1.00 per share. On or about January 16, 1998,
certificates representing one additional share of common stock for each share
held will be mailed to stockholders of record as of December 29, 1997.
The board of directors believes that it is in the best interests of the company
and its stockholders to effect the stock split. The board of directors is
recommending this action because they believe that
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the increased number of shares of common stock and resulting reduction in the
market price will broaden public interest in the common stock, increase the
number of stockholders, and provide a greater availability of shares for
transfer thereby enhancing the liquidity of the stockholders' investment.
The recommended amendment to Article Fourth of the Restated Certificate of
Incorporation will increase the number of authorized shares of common stock from
240 million to 480 million, reduce the par value per share from $2.00 to $1.00,
and will read substantially as set forth in Exhibit "A" hereto. No change in the
number of authorized shares of preference or preferred stock is being proposed
and the number of shares of each of such class outstanding will remain
unchanged.
No change is being made in the terms of the $2.12 preference and 4% preferred
stock. Pursuant to existing adjustment provisions contained in such terms (i)
the conversion price of the 4% preferred stock will be adjusted as provided in
the Restated Certificate of Incorporation, and (ii) each share of $2.12
preference stock will become convertible (subject to such terms) into sixteen
shares of common stock and at any subsequent meeting of stockholders the vote of
a single share of $2.12 preference stock will equal the vote of sixteen shares
of common stock. Currently, each share of $2.12 preference stock is convertible
into eight shares of common stock and the vote of each share of preference stock
counts for eight votes of common stock.
Pursuant to the Preference Share Purchase Rights Plan adopted by the board of
directors on December 11, 1995, by which one Junior Preference Share Purchase
Right was issued with each common share to stockholders of record on February
20, 1996, one Right will be issued with each common share issued if the proposed
split of the common stock is effected. Additionally, there will be appropriate
antidilution adjustments to the number of one one-hundredths of a Junior
Preference Share purchasable upon exercise of Rights. Each Right, which would be
exercisable currently for one one-hundredth of a Junior Preference Share for
$195 would become exercisable for one two-hundredth of a share for $97.50. In
addition, adjustment will be made as necessary to the dividend, liquidation,
voting and similar rights of the Junior Preference Shares.
Based upon the number of shares of common stock outstanding as of October 24,
1997, the total number of such shares to be outstanding immediately after the
effective date of the stock split will be 284,679,100.
As of October 24, 1997, based on the number of shares subject to issuance under
the 1984 Pitney Bowes Employee Stock Purchase Plan, the 1996 Employee Stock
Purchase Plan, the 1979 Stock Option Plan, the 1991 Stock Plan, the U.K.
Executive Stock Option Plan, the U.K. S.A.Y.E. Stock Option Plan (an employee
stock purchase plan), the Dividend Reinvestment Plan, and the Directors' Stock
Plan, the total shares hereafter issuable under these plans will be
proportionately increased from 13,146,269 to 26,292,538 as a result of the stock
split. As of October 24, 1997, there were 721,122 shares of common stock
reserved in the aggregate for issuance upon conversion of $2.12 preference stock
and 4% preferred stock. The split will therefore also result in a proportionate
increase from 721,122 to 1,442,244 in the total number of shares issuable upon
conversion of such securities to common stock.
Assuming stockholder approval of the increase in authorized common stock to 480
million shares, there will be 167,586,118 shares (including treasury shares)
authorized over and above those which are outstanding or reserved for issuance
as explained above. This represents no change in the proportion of shares of
common stock not reserved for any specific purpose to the number of shares
authorized. Such shares may be issued from time to time for any lawful corporate
purpose which the company may consider. No such purpose is now being actively
considered.
Under Delaware law, the affirmative vote of the holders of a majority of the
outstanding stock entitled to vote at the meeting (each share of preference
stock counting as eight votes of common stock) is required to adopt the proposed
amendment to the Restated Certificate of Incorporation. If a majority of the
outstanding shares are not voted in favor of adoption of the proposed amendment,
the board of directors will consider what alternative action should be taken, if
any.
3
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If the amendment is adopted, a certificate of amendment to the Restated
Certificate of Incorporation will be filed on or about December 18, 1997. On or
about January 16, 1998, every holder of record of common stock as of the close
of business on December 29, 1997 (the "stock split record date") will receive a
certificate evidencing one additional share of common stock with the par value
of $1.00 for each share registered in his name on the stock split record date.
The shares of common stock to be issued as a result of the stock split will be
fully paid and nonassessable.
IN CONNECTION WITH THE STOCK SPLIT, COMMON STOCKHOLDERS SHOULD NOT SEND TO THE
COMPANY THE CERTIFICATES THEY NOW HOLD. OUTSTANDING CERTIFICATES WILL CONTINUE
TO EVIDENCE THE SAME NUMBER OF SHARES THEY DID IMMEDIATELY PRIOR TO THE STOCK
SPLIT. NEW CERTIFICATES WILL BE SENT FOR THE ADDITIONAL SHARES ON OR AFTER
JANUARY 16, 1998.
After the split, the cost of selling and transferring an equal dollar amount of
the company's common stock may be increased due to additional charges which
relate to the number of shares, rather than the dollar amount, for brokerage
commission.
In the opinion of counsel for the company, no taxable income and no taxable gain
or loss will, under existing federal income tax laws, result by reason of the
consummation of the proposed stock split, either to the company or the holders
of the common stock. The federal income tax basis of shares held immediately
prior to the effectiveness of the stock split will thereafter be allocated
proportionately among the shares theretofore held by a stockholder and the
additional shares issued to such stockholder in the stock split. The holding
period for the additional shares so issued will be the same as the holding
period or holding periods for the shares theretofore held by such stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ABOVE PROPOSAL.
INFORMATION CONCERNING SECURITY
OWNERSHIP
The following table sets forth, as of September 30, 1997, the number of shares
of common stock held by each individual director, and all directors and
executive officers as a group. No director or executive officer holds $2.12
preference stock. The directors and executive officers as a group are beneficial
owners of less than one percent of the aggregate shares of common stock and
$2.12 preference stock.
As of December 31, 1996, the only person or group known to the company to be the
beneficial owner of more than five percent of any class of the company's voting
securities is FMR Corp., as more fully described below. The following
information is based solely upon Schedule 13G filed by FMR Corp. with the
Securities and Exchange Commission. Certain operating subsidiaries of FMR Corp.
exercised investment discretion over various institutional accounts which, as of
December 31, 1996, held 18,961,730 shares (then representing 12.77 percent) of
the company's outstanding common stock. Fidelity Management & Research Company,
a wholly-owned subsidiary of FMR Corp., and a registered investment advisor,
exercised investment discretion over 16,759,427 of said shares. Fidelity
Management Trust Company, a bank, and Fidelity International Limited, other
operating subsidiaries, exercised investment discretion with respect to
2,054,403, and 147,900 shares, respectively. FMR Corp. has an office at 82
Devonshire Street, Boston, MA 02109-3614.
4
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<TABLE>
<CAPTION>
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TITLE OF CLASS
OF STOCK NAME OF BENEFICIAL OWNER NUMBER OF SHARES (a)
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<S> <C> <C> <C>
Common Linda G. Alvarado 3,763
Common Marc C. Breslawsky 224,204(b)
Common William E. Butler 4,123
Common Colin G. Campbell 5,900
Common Michael J. Critelli 104,957(b)
Common Ernie Green 1,053
Common Charles E. Hugel 4,100
Common David T. Kimball 24,600
Common Michael I. Roth 4,100
Common Phyllis S. Sewell 7,100
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COMMON ALL EXECUTIVE OFFICERS AND DIRECTORS 523,864(b)
AS A GROUP
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a) Some of the holdings shown include shares required to be reported
as beneficially owned by the directors and executive officers as
to which the directors or executive officers disclaim beneficial
ownership. The number of common shares so held is 1,200 in the
case of Mr. Campbell, and 1,500 in the case of Mr. Kimball.
b) This number includes shares as to which such persons have the
right to acquire beneficial ownership within 60 days of September
30, 1997, by exercising outstanding stock options. The number of
stock options so included in the above table is 43,832 in the
case of Mr. Critelli, 128,748 in the case of Mr. Breslawsky, and
98,447 for all executive officers and directors as a group,
excluding the stock options so granted to Messrs. Critelli and
Breslawsky. No director, other than Messrs. Critelli and
Breslawsky, holds options to purchase common stock of the company
exercisable within 60 days of September 30, 1997.
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SOLICITATION OF PROXIES
In addition to the use of the mails, proxies may be solicited by the directors,
officers and employees of Pitney Bowes without additional compensation in
personal interview, by telephone or by telegram. Arrangements may also be made
with brokerage firms and other custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners of Pitney Bowes
common stock and $2.12 preference stock held of record by such persons, and
Pitney Bowes will reimburse such brokers, custodians, nominees and fiduciaries
for reasonable out-of-pocket expenses incurred by them in connection therewith.
Pitney Bowes has retained ChaseMellon Shareholder Services, L.L.C. to aid in the
solicitation of proxies. The anticipated fee of such firm is $8,500 plus
reasonable out-of-pocket costs and expenses. The cost of solicitation will be
borne entirely by Pitney Bowes.
OTHER MATTERS
Under the company's by-laws, only those matters set forth in the notice of
meeting may be considered at the special meeting. However, if any procedural
matters properly come before the meeting, it is the intention of the individuals
named in the enclosed form of proxy to vote in accordance with their judgment.
By order of the board of directors.
Amy C. Corn
Corporate Secretary and
Senior Associate General Counsel
5
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EXHIBIT A
AMENDED TEXT OF THE FIRST PARAGRAPH OF ARTICLE FOURTH OF THE RESTATED
CERTIFICATE OF INCORPORATION
"Fourth: - The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 485,600,000 shares, divided into
600,000 shares of Cumulative Preferred Stock with the par value of $50.00 per
share (hereinafter called `Preferred Stock'), 5,000,000 shares of Preference
Stock without par value (hereinafter called `Preference Stock'), and 480,000,000
shares of Common Stock with the par value of $1.00 per share (hereinafter called
`Common Stock'). Subject to the provisions of law, the Corporation may issue
shares of its Preferred Stock, Preference Stock and Common Stock, respectively,
from time to time and any securities convertible into, warrants, options or
rights to subscribe for, any such class or classes (or any series of any
thereof), for such consideration as may be fixed from time to time by the Board
of Directors, which is hereby expressly authorized to fix the same in its
absolute and uncontrolled discretion subject as aforesaid. Shares of Preference
Stock without par value for which consideration so fixed has been paid or
delivered to the Corporation shall be deemed fully paid stock and shall not be
liable to any further call or assessment thereon and the holders of such shares
shall not be liable for any further demands in respect of such shares. The
Corporation may issue shares of its Preferred Stock, Preference Stock and Common
Stock and any securities convertible into, or warrants, options or rights to
subscribe for, such class or classes (or any series of any thereof) without
offering the same to the holders of its outstanding capital stock. The minimum
amount of capital with which the Corporation shall commence business shall not
be less than $100,000."
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[MAP]
DIRECTIONS:
NORTHBOUND ON I-95
Please take Exit 7 (Greenwich Avenue) and proceed through the first intersection
to next traffic light, where you should turn right onto Washington Boulevard.
Continue 1/2 mile to stop sign. Turn left onto South Pacific Street and take
immediate right onto Dyke Lane. At the end of Dyke Lane, turn left onto Elmcroft
Road. Please park where indicated.
SOUTHBOUND ON I-95
Please take Exit 7 (Atlantic Street). At the second traffic light, turn left
onto Atlantic Street and continue through third traffic light to stop sign and
turn left onto Washington Boulevard. At next stop sign turn left onto South
Pacific Street and take immediate right onto Dyke Lane. At the end of Dyke Lane,
turn left onto Elmcroft Road. Please park where indicated.
FROM THE MERRITT PARKWAY
Please take Exit 34 (Long Ridge Road). Turn south onto Long Ridge Road. Follow
Long Ridge Road for approximately 2 miles to Cold Spring Road and turn right
onto Cold Spring Road. Bear left onto Washington Boulevard and follow to the end
(approximately 2 miles). At stop sign make a left turn onto South Pacific Street
and take an immediate right onto Dyke Lane. At the end of Dyke Lane, turn left
onto Elmcroft Road. Please park where indicated.
PLEASE NOTE THAT, DUE TO ONGOING CONSTRUCTION IN THE VICINITY OF WASHINGTON
BOULEVARD, IT MAY BE NECESSARY TO FOLLOW DETOURS AS DIRECTED ON THE DATE OF THE
SPECIAL MEETING.
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PROXY -- COMMON STOCK AND $2.12 CONVERTIBLE
PREFERENCE STOCK PITNEY BOWES INC.
Special Stockholders Meeting December 18, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Michael J. Critelli, Murray L. Reichenstein, Amy C. Corn, or any of them, with
power of substitution, are hereby appointed proxies of the undersigned to vote
all common stock and $2.12 convertible preference stock of Pitney Bowes Inc.
owned by the undersigned at the special stockholders meeting to be held in
Stamford, Connecticut, on December 18, 1997, including any continuation of the
meeting caused by any adjournment, or any postponement of the meeting, upon the
following proposal and any procedural matters that may properly come before the
meeting, as set forth in the notice of meeting and proxy statement:
Amendment of the company's Restated Certificate of Incorporation
increasing authorized shares of common stock from 240 million to 480
million, and correspondingly reducing the par value of the common stock
per share from $2.00 to $1.00. The amendment is proposed in order to
effect a two-for-one split of the company's common stock by means of a
stock dividend of one share of common stock for each share of common
stock outstanding.
All shares of $2.12 convertible preference stock and common stock registered in
your name and/or held for your benefit in the dividend reinvestment plan are
shown on this card. The shares represented hereby will be voted in accordance
with the directions given by the stockholder. If a properly signed proxy is
returned without choices marked, and if not otherwise directed, the shares
represented by this proxy will be voted FOR this proposal.
(Continued, and to be signed, on the other side)
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[LOGO] Pitney Bowes
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
1. Call toll free 1-888-457-2967 on a Touch Tone telephone and follow the
instructions found on the reverse side.
or
2. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
The affirmative vote of the holders of a majority of the outstanding stock
entitled to vote at the special meeting of stockholders is required to adopt the
proposal. Your vote is vital - your shares cannot be voted unless you sign and
return your proxy card or vote by telephone.
PLEASE VOTE
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Please mark
Directors Recommend a Vote FOR this Proposal. your vote /X/
like this
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Directors Recommend a Vote FOR this Proposal.
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Amendment of the company's Restated
Certificate of Incorporation increasing authorized
shares of common stock from 240 million to 480
million, and correspondingly reducing the par
value of the common stock per share from $2.00 to FOR AGAINST ABSTAIN
$1.00. The amendment is proposed in order to / / / / / /
effect a two-for-one split of the company's common
stock by means of a stock dividend of one share of
common stock for each share of common stock
outstanding.
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In their discretion, the Proxies are authorized to vote upon such other
procedural matters as may properly come before the meeting, including any
continuation of the meeting caused by any adjournment, or any postponement of
the meeting.
Please mark, date and sign, and return promptly this proxy in the enclosed
envelope, which requires no postage if mailed in the U.S.A. When signing as
attorney, executor, administrator, trustee or guardian, or in any other
representative capacity, please give your full title as such. Each joint owner
must sign the proxy. If you wish to vote by telephone, please read the
instructions below.
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Signature(s)of stockholder(s)_________________________ Date_________, 1997
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[ FOLD AND DETACH HERE ]
VOTE BY TELEPHONE
Your telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card. You will be asked
to enter a Control Number, which is located in the box in the lower right hand
corner of this form.
To vote FOR this proposal, press 1; AGAINST, press 9; ABSTAIN, press 0.
Your vote selection will be repeated and you must confirm it before hanging up.
END OF CALL.
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If you vote by telephone, there is no need to mail back your proxy card.
THANK YOU FOR VOTING.
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Call ** Toll Free ** On a Touch Tone Telephone
1-888-457-2967-ANYTIME
There is NO CHARGE to you for this call.
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PITNEY BOWES INC.
Special Stockholders Meeting December 18, 1997
Voting Direction to Trustee of the Pitney Bowes Inc.
Deferred Investment Plan
As a participant in the Pitney Bowes Inc. Deferred Investment Plan, I hereby
direct Merrill Lynch Trust Company, Trustee, to vote all common stock of Pitney
Bowes allocated to my account, as indicated on the reverse side, at the special
stockholders meeting to be held in Stamford, Connecticut, on December 18, 1997,
including any continuation of the meeting caused by any adjournment, or any
postponement of the meeting, upon the following proposal and any procedural
matters that may properly come before the meeting, as set forth in the notice of
meeting and proxy statement:
Amendment of the company's Restated Certificate of Incorporation
increasing authorized shares of common stock from 240 million to 480
million, and correspondingly reducing the par value of the common stock
per share from $2.00 to $1.00. The amendment is proposed in order to
effect a two-for-one split of the company's common stock by means of a
stock dividend of one share of common stock for each share of common
stock outstanding.
All shares of common stock held for your benefit in the plan are shown on this
card. The shares represented hereby will be voted in accordance with your
directions. If a properly signed direction card is returned without choices
marked, and if not otherwise directed, the shares represented by this voting
direction card will be voted FOR this proposal.
(Continued, and to be signed, on the other side)
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[ FOLD AND DETACH HERE ]
[LOGO] Pitney Bowes
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Please mark
Directors Recommend a Vote FOR this Proposal. your vote /X/
like this
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Directors Recommend a Vote FOR this Proposal.
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Amendment of the company's Restated
Certificate of Incorporation increasing authorized
shares of common stock from 240 million to 480
million, and correspondingly reducing the par
value of the common stock per share from $2.00 to
$1.00. The amendment is proposed in order to FOR AGAINST ABSTAIN
effect a two-for-one split of the company's common / / / / / /
stock by means of a stock dividend of one share of
common stock for each share of common stock
outstanding.
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In its discretion, the Trustee is authorized to vote upon such other procedural
matters as may properly come before the meeting, including any continuation of
the meeting caused by any adjournment, or any postponement of the meeting.
Please mark, date and sign, and return promptly this voting direction card in
the enclosed envelope, which requires no postage if mailed in the U.S.A. When
signing as attorney, executor, administrator, trustee or guardian, or in any
other representative capacity, please give your full title as such. Each joint
owner must sign the proxy.
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Signature(s)of stockholder(s)______________________________ Date_________, 1997
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[ FOLD AND DETACH HERE ]
