SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PITNEY BOWES INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 06-0495050
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
World Headquarters, Stamford, Connecticut 06926-0700
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(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Preference Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
On November 23, 1998, Pitney Bowes Inc. (the "Company")
entered into an Appointment Agreement and First Amendment to Rights Agreement
(the "First Amendment") with Chase Mellon Shareholder Services, LLC (formerly
Chemical Mellon Shareholder Services, LLC) ("Chase Mellon")and First Chicago
Trust Company of New York ("First Chicago") providing for the appointment of
First Chicago as successor Rights Agent. On January 16, 1998, Pitney Bowes Inc.
(the "Company") effected a two-for-one stock split in the form of a 100% stock
distribution to stockholders of record on December 29, 1997. The following
description of the Company's preference share purchase rights gives effect to
the First Amendment and the adjustments resulting from such split.
On December 11, 1995, the Board of Directors of the Company
declared a dividend of one preference share purchase right (a "Right") for each
outstanding share of common stock, par value $1.00 per share (the "Common
Shares"), of the Company. The dividend was paid on February 20, 1996 (the
"Record Date") to the stockholders of record on that date. Each Right originally
entitled 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. As a result of the stock split, each Right currently entitles the
registered holder to purchase one two-hundredth of a Preference Share at a price
of $97.50 per one two-hundredth of a Preference Share. The description and terms
of the Rights are set forth in a Rights Agreement, dated as of December 11,
1995, as amended by the First Amendment (the "Rights Agreement"), between the
Company and First Chicago, as successor Rights Agent (the "Rights Agent").
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 beneficial 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 announcement 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 outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights are
evidenced by the Common Share certificates.
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<PAGE>
The Rights Agreement provides that, until the Distribution
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 incorporating the Rights Agreement by
reference. Until the Distribution 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 will also constitute the transfer of the
Rights associated with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right 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 Distribution 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 exchanged by the Company, in each case, as described below. The
Purchase Price payable, and the number of Preference 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 Preference Shares of certain rights or warrants
to subscribe for or purchase Preference Shares at a price, or securities
convertible 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 regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preference Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the fractions of a
Preference Share issuable upon exercise 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
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<PAGE>
entitled to a minimum preferential quarterly dividend payment of $1 per share
but will be entitled to an aggregate dividend of 200 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 200 times the payment
made per Common Share. Each Preference Share will have 200 votes, voting
together with the Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Preference Share will be entitled to receive 200 times the amount received per
Common Share. These rights are protected by customary antidilution provisions.
Because of the nature of the Preference Shares' dividend,
liquidation and voting rights, the value of the one two-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 two-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 Purchase Price
will be required until cumulative adjustments require an
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<PAGE>
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 ownership 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 $.005 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 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.
The Rights Agreement, specifying the terms of the Rights and
including the form of the Certificate of Designations
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<PAGE>
setting forth the terms of the Preference Shares as an exhibit thereto and the
Certificate of Adjustment dated as of January 16, 1998, are attached hereto as
exhibits and are incorporated herein by reference. The foregoing description of
the Rights is qualified in its entirety by reference to such exhibits.
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<PAGE>
Item 2. Exhibits.
Location
1. Rights Agreement, dated as of December Original
11, 1995, between Pitney Bowes Inc. and Filing
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.
2. Certificate of Adjustment to the Rights Amendment
Agreement dated as of January 16, 1998. No. 1
3. Appointment Agreement and First Amendment This Filing
to Rights Agreement, dated as of November at Page 10
23, 1998 by and between Pitney Bowes Inc.,
Chase Mellon Shareholder Services, LLC
(formerly Chemical Mellon Shareholder
Services, LLC) and First Chicago Trust
Company of New York.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: December 8, 1998
PITNEY BOWES INC.
By: /s/ Amy Corn
-----------------------------------
Name: Amy Corn
Title: Corporate Secretary and
Senior Associate General
Counsel
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<PAGE>
EXHIBIT LIST
Exhibit No.
1. 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
Original Filing of Form 8-A)
2. Certificate of Adjustment dated as of January 16, 1998. (incorporated by
reference to Form 8-A/A Amendment No. 1)
3. Appointment Agreement and First Amendment to Rights Agreement, dated as of
November 23, 1998 by and between Pitney Bowes Inc., Chase Mellon
Shareholder Services, LLC (formerly Chemical Mellon Shareholder Services,
LLC) and First Chicago Trust Company of New York.
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<PAGE>
APPOINTMENT AGREEMENT AND FIRST AMENDMENT TO RIGHTS AGREEMENT
This Appointment Agreement and First Amendment to Rights
Agreement ("First Amendment") is made effective the 23rd day of November, 1998,
by and among Pitney Bowes Inc. (the "Company"), Chase Mellon Shareholder
Services, LLC (Formerly Chemical Mellon Shareholder Services, LLC) ("Chase
Mellon") and First Chicago Trust Company of New York (the "Successor Rights
Agent"), and supplements and amends that certain Rights Agreement, dated as of
December 11, 1995, by and between the Company and Chase Mellon, as Rights Agent
(the "Rights Agreement").
RECITALS
WHEREAS, the Company and Chase Mellon have previously entered
into the Rights Agreement, pursuant to which Chase Mellon was appointed Rights
Agent thereunder; and
WHEREAS, the Company desires to appoint, effective as of the
opening of business on November 23, 1998 (the "Appointment Time"), the Successor
Rights Agent as sole and successor Rights Agent to Chase Mellon, and the
Successor Rights Agent desires to accept such appointment; and
WHEREAS, the appointment of the Successor Rights Agent
requires certain amendments to the Rights Agreement, as described herein;
NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements set forth herein, the parties hereto agree as follows:
Section 1. Effective as of the Appointment Time, and subject
to Section 21 of the Rights Agreement, Chase Mellon resigns and is discharged
from its duties, as Rights Agent; provided, however, that, in connection with
the foregoing, the Company hereby waives any right to 30 days advance notice
thereof that it may have pursuant to Section 21 of the Rights Agreement.
Section 2. Effective as of the Appointment Time, and pursuant
to Section 21 of the Rights Agreement, the Company appoints the Successor Rights
Agent as Successor Rights Agent, and the Successor Rights Agent accepts such
appointment, such
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appointment to have the effect set forth in Section 21 of the Rights Agreement.
Chase Mellon agrees that the execution and delivery of this First Amendment
shall be deemed for all purposes of the Rights Agreement to constitute the
notice of the appointment of a Successor Rights Agent contemplated by Section 21
of the Rights Agreement.
Section 3. Effective as of the Appointment Time, all
references in the Rights Agreement, including without limitation in Section 3(c)
thereof (and in any Exhibit to the Rights Agreement, including without
limitation the form of Right Certificate), to Chemical Mellon Shareholder
Services, LLC shall be deemed to be amended to be references to "First Chicago
Trust Company of New York."
Section 4. Section 21 of the Rights Agreement is hereby
amended by deleting the fifth sentence thereof and substituting the following:
"Any successor Rights Agent, whether appointed by the Company or by such a
court, shall be a Person (excluding any individual) organized and doing business
under the laws of the United States or of the State of New York (or of any other
state of the United States so long as such person (excluding any individual) is
authorized to do business in the State of New York), in good standing, having an
office in the State of New York, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which, at the time of its
appointment as Rights Agent either (a) has a combined capital and surplus of at
least $25 million, or (b) has as its parent a corporation which meets the
requirement set forth in clause (a) of this sentence."
Section 5. Section 26 of the Rights Agreement is hereby
amended by deleting therefrom the following:
Chemical Mellon Shareholder Services, L.L.C.
450 W. 33rd St., 15th Floor
New York, NY 10001-2697
Attention: Brian Goldstone
and substituting therefor:
First Chicago Trust Company of New York
525 Washington Blvd., 9th Floor - Suite 4694
Jersey City, NY 07303
Attention: G. Carlo Ciampaglia
Section 6. This First Amendment may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same
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instrument. Terms not defined herein shall, unless the context otherwise
requires, have the meanings assigned to such terms in the Rights Agreement.
Section 7. The Rights Agreement is hereby ratified, adopted,
approved and confirmed, as amended by this First Amendment.
Section 8. If any term, provision, covenant, or restriction of
the Rights Agreement, as amended by this First Amendment, is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of the Rights
Agreement shall remain in full force and effect and in no way be affected,
impaired or invalidated.
Section 9. This First Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and attested, all as of the date and year first
above written.
PITNEY BOWES INC.
By: /s/ Amy Corn
-----------------------------------
Name: Amy Corn
Title: Corporate Secretary and
Senior Associate General
Counsel
CHASE MELLON SHAREHOLDER SERVICES, LLC.
By: /s/ Nathan Hill
-----------------------------------
Name: Nathan Hill
Title: Assistant Vice President
FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By: /s/ Joanne Gorostiola
-----------------------------------
Name: Joanne Gorostiola
Title: Assistant Vice President
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