United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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): April 26, 2000
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
<PAGE>
Item 5 - Other Events.
The Company is correcting data that appears in Table III of the Company's Notice
of 2000 Annual Meeting and Proxy Statement (the "Proxy Statement") which was
incorporated by reference in its Annual Report on Form 10-K. The correct
information is set forth on Exhibit 1. The corrections relate to the column
entitled "Number of Securities Underlying Unexercised Options at Year-End-
Unexercisable" and the accompanying footnote. As originally filed, the column
did not include options granted in 1999. No other column in Table III was
affected by the omission. These options are reflected in Tables I and II of the
Proxy Statement as originally filed.
Item 7 - Financial Statements and Exhibits.
c. Exhibits.
The following exhibits are furnished in accordance with the provisions of Item
601 of Regulation S-K:
Exhibit Description
- ------- ----------------------------------------------------------------------
(1) Revised Table III of Notice of 2000 Annual Meeting and Proxy Statement.
Signatures
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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 hereunto duly authorized.
PITNEY BOWES INC.
April 26, 2000
/s/ B. P. Nolop
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B. P. Nolop
Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ A. F. Henock
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A. F. Henock
Vice President - Controller
and Chief Tax Counsel
(Principal Accounting Officer)
<PAGE>
<TABLE>
<CAPTION>
Exhibit 1
TABLE III
OPTIONS EXERCISED IN 1999 AND 1999 YEAR-END OPTION VALUES
Number of
Shares Securities Underlying Net Value of
Acquired Net Value Unexercised Options Unexercised in-the-Money
on Exercise Realized at Year-End (#)(1) Options at Year-End ($)(2)
-------------------------- --------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- ----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Critelli 34,348 1,618,410 180,600 283,334 2,944,308 1,040,002
Marc C. Breslawsky 28,800 1,504,348 385,932 241,668 9,975,048 936,692
John N. D. Moody 24,100 1,185,800 78,434 81,334 1,692,129 328,002
Murray L. Reichenstein -- -- 62,000 72,457 1,044,500 300,000
Murray D. Martin -- -- 82,332 76,668 1,511,248 388,692
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<FN>
(1) These columns show the aggregate totals of options granted during the
period 1990 through 1999. The number of shares subject to the options
has been adjusted to reflect the two-for-one stock splits effected in
1992 and 1997. All options granted prior to 1993 become exercisable in
installments over a three-year period, 25 percent after the first year,
an additional 25 percent after the second year, and the remaining 50
percent after the third year; and options granted during and after 1993
become exercisable one-third after the first year, an additional
one-third after the second year, and the remaining one-third after the
third year. Of the options granted to Mr. Reichenstein, 457 were
granted as a result of his investment election under the DISP, and, as
such, become exercisable 3 years after the date of grant.
(2) These values are based on $48.3125 per share, the market price of a
share of common stock as of December 31, 1999, net of exercise prices,
which range from $11.625 to $65.719 per share (adjusted to reflect the
1992 and 1997 stock splits). In all cases, the exercise price equaled
the market price of a share at the date of grant.
</FN>
</TABLE>
