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[LOGO] PITNEY BOWES
NOTICE OF THE 2000
ANNUAL 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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We will hold our 2000 annual meeting of stockholders at 9:00 a.m. on Monday,
May 8, 2000 at our headquarters in Stamford, Connecticut.
The Notice of Meeting, Proxy Statement and proxy card accompanying this letter
describe in detail the matters to be acted upon at the meeting.
It is important that your shares be represented at the meeting. Whether or not
you plan to attend, please sign, date and return your proxy card in the
enclosed envelope as soon as possible. Stockholders of record also have the
option of voting by telephone or Internet, as described on the proxy card.
We look forward to seeing you at the meeting.
Sincerely yours,
Michael J. Critelli
Chairman and Chief Executive Officer
Stamford, Connecticut
March 31, 2000
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NOTICE OF MEETING:
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The annual meeting of stockholders of Pitney Bowes Inc. will be held on May 8,
2000, at 9:00 a.m. at the company's World Headquarters, One Elmcroft Road,
Stamford, Connecticut. Directions, including a map, to Pitney Bowes' World
Headquarters are set forth on the back cover page of the Proxy Statement.
The items of business at the annual meeting are:
1. Election of four directors.
2. Appointment of independent accountants for 2000.
3. Such other matters as may properly come before the meeting,
including any continuation of the meeting caused by any
adjournment, or any postponement of the meeting.
March 10, 2000 is the record date for the meeting.
This Proxy Statement and accompanying proxy card are being
distributed on or about March 31, 2000.
Amy C. Corn
Corporate Secretary and
Senior Associate General Counsel
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[LOGO] PITNEY BOWES
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PROXY STATEMENT
THE ANNUAL MEETING AND VOTING
Our Board of Directors is soliciting proxies to be used at the annual meeting of
stockholders to be held on May 8, 2000, or at any adjournment of the meeting.
This Proxy Statement contains information about the items being voted on at the
annual meeting.
WHO IS ENTITLED TO VOTE?
Record stockholders of Pitney Bowes common stock and $2.12 preference stock at
the close of business on March 10, 2000 (the record date) can vote at the
meeting. As of the record date, 262,192,195 shares of Pitney Bowes common stock
and 66,978 shares of $2.12 preference stock were issued and outstanding. Each
stockholder has one vote for each share of common stock owned as of the record
date, and 16 votes for each share of $2.12 preference stock owned as of the
record date.
HOW DO I VOTE?
You may choose one of three methods. You may vote on-line via the Internet. If
you have access to the Internet, we encourage you to vote at the following Web
address: www.eproxyvote.com/pbi. You may instead vote by telephone
(1-877-PRX-VOTE) or by completing and mailing the enclosed proxy card.
MAY I CHANGE MY VOTE?
You may revoke your proxy at any time before it is voted at the meeting in
several ways. You may send in a revised proxy dated later than the first; OR you
may vote in person at the meeting; OR you may notify the corporate secretary in
writing prior to the meeting that you have revoked your proxy.
WHAT CONSTITUTES A QUORUM?
A majority of the outstanding shares, present in person or represented by proxy,
constitutes a quorum. If you vote by computer, telephone or proxy card, you will
be considered part of the quorum. Abstentions, broker non-votes and votes
withheld from director nominees are included in the count to determine a quorum.
If a quorum is present, director candidates receiving the highest number of
votes will be elected, and the appointment of independent accountants will be
approved if a majority of the votes cast by the stockholders are voted in favor.
WHAT IS THE EFFECT OF BROKER NON-VOTES?
Under New York Stock Exchange rules, if your broker holds your shares in its
"street" name, the broker may vote your shares on both agenda items even if it
does not receive instructions from you.
If your broker DOES NOT vote on either agenda item, the effect would be as
follows:
1. Election of Directors. Broker non-votes have no effect because only a
plurality of the votes cast is required to elect a director.
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2. Appointment of Independent Accountants. Broker non-votes would not be counted
either for or against this item, and would therefore have no effect.
HOW DO DIVIDEND REINVESTMENT PLAN PARTICIPANTS OR EMPLOYEES WITH SHARES IN THE
401(K) PLAN VOTE BY PROXY?
If you are a stockholder of record and participate in the company's Dividend
Reinvestment Plan, or employee 401(k) plan, you will receive a proxy card
indicating all shares of common stock held in or credited to your account(s) as
of the record date, if the account registrations are the same. You will receive
a separate mailing for accounts with different registrations.
Shares held in the company's 401(k) plan are voted by the plan trustee in
accordance with voting instructions received from plan participants using the
enclosed proxy card. The plan directs the trustee to vote shares for which no
instructions are received in the same proportion (for, against, abstain or
withheld) indicated by the voting instructions given by participants in the
plan.
WHO WILL COUNT THE VOTES?
EquiServe (formerly First Chicago Trust Company) will tabulate the votes and act
as Inspector of Election.
STOCKHOLDER PROPOSALS FOR 2001
ANNUAL MEETING
If a stockholder wants to submit a proposal for inclusion in the company's proxy
material for the 2001 annual meeting, which is scheduled to be held on Monday,
May 14, 2001, it must be received by the corporate secretary by November 30,
2000. Also, under our Bylaws, a stockholder can present other business at an
annual meeting, including the nomination of candidates for director, only if
written notice of the business or candidates is received by the corporate
secretary by February 6, 2001. There are other procedural requirements in the
Bylaws pertaining to stockholder proposals and director nominations. Any
stockholder may obtain a copy of the Bylaws without charge by writing to the
corporate secretary.
WHICH STOCKHOLDERS OWN AT LEAST 5% OF PITNEY BOWES?
As of December 31, 1999, 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. The following information is based solely upon Schedule
13G filed by FMR Corp. with the Securities and Exchange Commission. FMR and its
operating subsidiaries beneficially owned 37,531,765 shares (representing
14.149%) 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 34,700,820 of those
shares. FMR may be deemed to have sole dispositive power over shares held by the
investment companies managed by Fidelity Management & Research Company, but
voting power over such shares rests with each fund's board of directors. Edward
C. Johnson, 3d and members of his family may be deemed to control FMR. Fidelity
Management Trust Company, a bank, and Fidelity International Limited, which are,
or may be deemed to be, affiliates of FMR Corp., beneficially owned 2,738,245
and 92,700 shares, respectively. FMR Corp. has an office at 82 Devonshire
Street, Boston, MA 02109-3614.
HOW MUCH STOCK IS OWNED BY
DIRECTORS AND EXECUTIVE OFFICERS?
The following table shows beneficial ownership of Pitney Bowes common stock by
directors and executive officers as of March 10, 2000. The five named executive
officers are the Chief Executive Officer and the four officers who were the
highest paid in 1999. The directors and executive officers as a group (31
persons) are beneficial owners of less than 1% of the company's common stock and
$2.12 preference stock.
3
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SECURITY OWNERSHIP
<TABLE>
<CAPTION>
SHARES OPTIONS
DEEMED TO EXERCISABLE
TITLE OF BE BENEFICIALLY WITHIN
CLASS OF STOCK NAME OF BENEFICIAL OWNER OWNED (A) (B) (C) 60 DAYS (D)
-------------- -------------------------------- ----------------- ------------
<S> <C> <C> <C>
Common Linda G. Alvarado 10,851 -
Common William E. Butler 12,428 -
Common Colin G. Campbell 11,000 -
Common Jessica P. Einhorn 1,619 -
Common Ernie Green 5,053 -
Common Herbert L. Henkel 2,419 -
Common James H. Keyes 3,800 -
Common Michael I. Roth 11,000 -
Common Phyllis Shapiro Sewell 17,000 -
Common Marc C. Breslawsky 259,888 432,266
Common Michael J. Critelli 255,979 277,857
Common Murray D. Martin 13,081 113,000
Common John N.D. Moody 59,909 119,101
Common Murray L. Reichenstein 2,658 98,000
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COMMON ALL EXECUTIVE OFFICERS AND DIRECTORS 765,678 1,788,865
AS A GROUP (31)
</TABLE>
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(a) The holdings shown for Mr. Campbell include 800 shares required to be
reported as beneficially owned although beneficial ownership of those
shares has been disclaimed.
(b) The shares beneficially owned by any director or executive officer,
or by all directors and executive officers as a group, represent in
each case less than one percent of the class.
(c) Includes shares that are held indirectly through the Pitney Bowes Inc.
401(k) Plan and its related excess plan.
(d) The executive officer has the right to acquire beneficial ownership
of this number of shares within 60 days of the record date for the
annual meeting (March 10, 2000) by exercising outstanding stock
options.
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Directors and persons who are considered "officers" of the company for purposes
of Section 16(a) of the Securities Exchange Act of 1934 and greater than ten
percent stockholders ("Reporting Persons") are required to file reports with the
Securities and Exchange Commission showing their holdings of and transactions in
the company's securities. It is generally the practice of the company to file
the forms on behalf of its Reporting Persons who are directors or officers. The
company believes that all such forms have been timely filed for 1999.
4
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STOCK PERFORMANCE GRAPH
The following graph compares the most recent five-year performance of Pitney
Bowes common stock with the Standard & Poor's ("S&P(R)") 500 Composite Index,
and a peer group index at December 31, 1999, over the same five-year period.
The peer group is comprised of the following companies: Bell & Howell, Danka
Business Systems (ADR), Harris Corporation, Ikon Office Solutions, Moore
Corporation Ltd., Pitney Bowes and Xerox Corporation. Total return for the group
is based on market capitalization, weighted for each year.
As with the peer group, the S&P 500 Composite Index is market-value weighted.
All information shown below is based upon data provided to the company by three
separate independent organizations, all of which have been licensed by Standard
& Poor's Corporation to use its official total return calculation.
The graph shows that on a total return basis, assuming reinvestment of all
dividends, $100 invested in the company's common stock on December 31, 1994
would have grown to $341 by December 31, 1999. By comparison, $100 invested in
the S&P 500 Composite Index would have grown to $351 by December 31, 1999. An
investment of $100 in the peer group in 1994 would have been worth $153 on
December 31, 1999.
[Figures below represent chart in printed piece]
Pitney Bowes S&P 500 Peer Group
"1994" 100 100 100
"1995" 152.75 137.72 142.63
"1996" 182.76 169.11 165.99
"1997" 306.81 225.73 208.3
"1998" 458.88 290.05 284.8
"1999" 341.34 351.08 153.42
5
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ELECTION OF DIRECTORS
The board of directors has eleven members. The board is divided into three
classes whose terms of office end in successive years.
Mr. Critelli, Mr. Henkel, Mr. Roth, and Mrs. Sewell were elected last year to
three-year terms expiring in 2002.
Ms. Alvarado, Mr. Breslawsky, and Mr. Green were elected to terms expiring in
2001.
The Governance Committee recommended to the board of directors, and the board
approved, the nomination of Mr. Butler, Mr. Campbell, Ms. Einhorn, and Mr. Keyes
for election to three-year terms expiring at the 2003 Annual Meeting.
Information about each nominee for director and each incumbent director,
including the nominee's or incumbent's age as of February 28, 2000, is set forth
below. Unless otherwise indicated, each nominee or incumbent has held his or her
present position for at least five years.
Should you choose not to vote for a nominee, you may list on the proxy the name
of the nominee for whom you choose not to vote and mark your proxy under
Proposal No. 1 for all other nominees, or vote your shares by telephone or
computer as described on the proxy voting instruction card. Should any nominee
become unable to accept nomination or election as a director (which is not now
anticipated), the persons named in the enclosed proxy will vote for such
substitute nominee as may be selected by the board of directors, unless the size
of the board is reduced.
NOMINEES FOR ELECTION
TO TERMS EXPIRING AT THE 2003 ANNUAL MEETING
[PHOTO OMITTED]
WILLIAM E. BUTLER, 68, retired chairman and chief executive officer of Eaton
Corporation, a manufacturer of engineered products serving the automotive,
industrial, commercial, and military markets. Director since 1991. (Also a
director of Applied Industrial Technologies, Inc., BorgWarner Automotive, Ferro
Corporation, The Goodyear Tire and Rubber Co., and U. S. Industries, Inc.)
[PHOTO OMITTED]
COLIN G. CAMPBELL, 64, president of Rockefeller Brothers Fund, a philanthropic
organization. Director since 1977. (Also director of HSB Group, Sysco
Corporation, and Rockefeller Financial Services.)
[PHOTO OMITTED]
JESSICA P. EINHORN, 52, formerly Visiting Fellow, 1998-1999, at the
International Monetary Fund. Formerly Managing Director for Finance and Resource
Mobilization, 1996-1998, and Vice President and Treasurer, 1992-1996, with The
World Bank. Director since 1999.
[PHOTO OMITTED]
JAMES H. KEYES, 59, chairman and chief executive officer, since 1993, of Johnson
Controls, Inc., a supplier of automotive seating, interiors and batteries and
nonresidential building control systems and energy and facility management.
Director since 1998. (Also a director of LSI Logic Corporation and Federal
Reserve Bank of Chicago.)
6
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INCUMBENT DIRECTORS WHOSE TERMS EXPIRE AT THE 2002 ANNUAL MEETING
[PHOTO OMITTED]
MICHAEL J. CRITELLI, 51, chairman and chief executive officer, since 1997, of
Pitney Bowes Inc. Formerly vice chairman and chief executive officer, 1996, and
vice chairman, 1994-1996, of Pitney Bowes Inc. Director since 1994. (Also a
director of Eaton Corporation.)
[PHOTO OMITTED]
HERBERT L. HENKEL, 51, president and chief executive officer of Ingersoll-Rand
Company, a manufacturer of industrial products and components. Formerly
president and chief operating officer of Ingersoll-Rand Company, 1999, president
and chief operating officer of Textron Inc., 1999, executive vice president and
chief operating officer, 1998-1999, Textron Inc., and president of Textron
Industrial Products, 1995-1998. Director since 1999. (Also a director of
Ingersoll-Rand Company and Kollmorgen Corporation.)
[PHOTO OMITTED]
MICHAEL I. ROTH, 54, chairman and chief executive officer of The MONY Group Inc.
(formerly Mutual of New York). Director since 1995. (Also a director of The MONY
Group.)
[PHOTO OMITTED]
PHYLLIS SHAPIRO SEWELL, 69, retired senior vice president of Federated
Department Stores, Inc. Director since 1987. (Also a director of Lee
Enterprises, Inc. and Sysco Corporation.)
INCUMBENT DIRECTORS WHOSE TERMS EXPIRE AT THE 2001 ANNUAL MEETING
[PHOTO OMITTED]
LINDA G. ALVARADO, 48, president of Alvarado Construction, Inc., a Denver-based
commercial and industrial general contractor. Director since 1992. (Also a
director of Engelhard Corp., The Pepsi Bottling Group Inc., and U.S. West
Communications.)
[PHOTO OMITTED]
MARC C. BRESLAWSKY, 57, president and chief operating officer, since 1996, of
Pitney Bowes Inc. Formerly vice chairman of Pitney Bowes Inc., 1994-1996.
Director since 1994. (Also a director of C. R. Bard, Inc., The Pittston Company,
and United Illuminating Company.)
[PHOTO OMITTED]
ERNIE GREEN, 61, president and chief executive officer of Ernie Green
Industries, Inc., a manufacturer of automotive components. Director since 1997.
(Also a director of Dayton Power & Light, Inc. and Eaton Corporation.)
7
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COMMITTEES OF THE BOARD OF DIRECTORS
The board met eleven times in 1999 and each director attended at least 75
percent of the total number of board meetings and meetings held by the board
committees on which he or she served during 1999.
Members of the board serve on one or more of the six committees described below.
Except for Mr. Critelli, who is a member of the Executive Committee, directors
who are also employees of the company do not serve on board committees.
The AUDIT COMMITTEE, which met four times in 1999, monitors the financial
reporting standards and practices of the company and the company's internal
financial controls to ensure compliance with the policies and objectives
established by the board of directors. The committee recommends to the board for
stockholder approval an independent accounting firm to conduct the annual audit,
and discusses with the company's independent accountants the scope of their
examinations, with particular attention to areas where either the committee or
the independent accountants believe special emphasis should be directed. The
committee reviews the annual financial statements and independent accountants'
report, invites the accountants' recommendations on internal controls and on
other matters, and reviews the evaluation given and corrective action taken by
management. It reviews the independence of the accountants and their fees. It
also reviews the company's internal accounting controls and the scope and
results of the company's internal auditing activities, and submits reports and
proposals on these matters to the board. Members are Michael I. Roth (Chair),
Linda G. Alvarado, Ernie Green, Herbert L. Henkel, and James H. Keyes.
The CORPORATE RESPONSIBILITY COMMITTEE, which met four times in 1999, oversees
the company's law and ethics compliance programs, and monitors the company's
policies and programs concerning stockholders, customers, employees, and the
communities in which the company operates. The policies and programs that the
committee monitors include employee relations, investor relations, environmental
protection, postal and governmental relations, employee safety and product
safety. Members are Linda G. Alvarado (Chair), Jessica P. Einhorn, Herbert L.
Henkel, and Phyllis Shapiro Sewell.
The EXECUTIVE COMMITTEE, which did not meet in 1999, can act, to the extent
permitted by Delaware corporation law and the company's Restated Certificate of
Incorporation and its Bylaws, on all matters concerning management of the
business which may arise between scheduled board of directors meetings, unless
otherwise limited by the committee's charter. Mr. Critelli (Chair) is a member
for the full twelve-month term; each of the non-employee directors serves a
four-month term.
The EXECUTIVE COMPENSATION COMMITTEE, which met seven times in 1999, oversees
the company's executive compensation program, including establishing the
company's executive compensation policies and undertaking an annual review of
all components of compensation to ensure that the company's objectives are
appropriately achieved. The committee is also responsible for certain
administrative aspects of the company's compensation plans (see "Executive
Officer Compensation" beginning on page 10) and the 1996 Pitney Bowes Employee
Stock Purchase Plan, and recommends changes in such plans. It also recommends
performance targets, and grants, or recommends for grant, incentives in the
forms permitted under the Pitney Bowes Key Employees' Incentive Plan, and
grants, or recommends for grant, incentives under the Pitney Bowes 1991 Stock
Plan. Grants to officers and to long-term incentive eligible employees, as
described on page 15, are recommended by the Executive Compensation Committee
and approved by the independent directors of the board. All other grants are
approved by the Executive Compensation Committee. Members are Phyllis Shapiro
Sewell (Chair), William E. Butler, Colin G. Campbell and James H. Keyes.
The FINANCE COMMITTEE, which met five times in 1999, reviews the company's
financial condition and evaluates significant financial policies, oversees the
company's retirement plans, advises management and recommends financial action
to the board. The committee's duties include monitoring the company's current
and projected financial condition and reviewing and approving major investment
decisions, and oversight of the financial operations of the company's
retirement, savings, and post-retirement benefit plans and retirement funds to
ensure that plan liabilities are adequately funded and plan assets are prudently
managed. The committee recommends for
8
<PAGE>
approval by the board the establishment of new plans and any amendments that
materially affect cost, benefit coverages, or liabilities of the plans. Members
are William E. Butler (Chair), Colin G. Campbell, Jessica P. Einhorn, Ernie
Green, and Michael I. Roth.
The GOVERNANCE COMMITTEE, which met four times in 1999, recommends nominees for
election to the board of directors, recommends membership and duties of the
board committees, reviews officers' potential for growth, and, with the chief
executive officer, is responsible for succession planning and ensuring
management continuity. The committee reviews and evaluates the effectiveness of
corporate administration and its governing documents, and reviews and monitors
company programs and policies relating to directors. Members are Colin G.
Campbell (Chair), Linda G. Alvarado, William E. Butler, Michael I. Roth, and
Phyllis Shapiro Sewell.
DIRECTORS' COMPENSATION
DIRECTORS' FEES. Each director who is not an employee of the company receives an
annual fee of $30,000 and $1,100 for each board and committee meeting attended.
Committee chairs receive an additional $400 for each committee meeting that they
chair. Directors who are employees of the company receive no additional
compensation for serving as a director of the company. All directors are
reimbursed for their out-of-pocket expenses incurred in attending board and
committee meetings.
DIRECTORS' STOCK PLAN. Under the Directors' Stock Plan, each director who is not
an employee of the company receives an annual award of 1,400 shares of
restricted stock. Accordingly, over 50 percent of the directors' overall
compensation is comprised of Pitney Bowes common stock. The shares carry full
voting and dividend rights but, unless certain conditions are met, may not be
transferred or alienated until the later of (1) termination of service as a
director, or, if earlier, the date of a change of control, or (2) the expiration
of the six-month period following the grant of such shares. Since the approval
of the Directors' Stock Plan by stockholders in 1991, the common stock of the
company has twice undergone a two-for-one split, in 1992 and 1997, respectively.
In addition, the annual grant was increased in 1997 in connection with the
discontinuation of the Directors' Retirement Plan, as described below. On May
10, 1999, an aggregate of 12,600 restricted shares was awarded, with each of the
nine non-employee directors then serving receiving 1,400 shares of restricted
common stock. Ownership of shares granted under the Directors' Stock Plan is
reflected in the table on page 4 showing security ownership of executive
officers and directors.
In 1999, the Directors' Stock Plan was amended to modify the terms of the
restricted stock grants. As amended, the Directors' Stock Plan permits certain
dispositions of stock granted under the restricted stock program provided that
the director effecting the disposition had accumulated and will retain common
stock equal to a minimum $350,000 in market value. Permitted dispositions are
limited to (i) transfer to a family member or family trust or partnership, and
(ii) donations to charity after the expiration of six months from date of grant.
The original restrictions would continue to apply to the donee except that a
charitable donee would not be bound by the restriction relating to termination
of service from the Board.
DIRECTORS' DEFERRED INCENTIVE SAVINGS PLAN. The company maintains a Directors'
Deferred Incentive Savings Plan under which directors may defer all or part of
the cash portion of their compensation. Deferred amounts will be notionally
"invested" in any combination of several publicly sponsored mutual funds, or may
be used to invest in options to purchase common stock of the company. The number
of options granted is calculated by dividing the cash amount deferred by the
individual director by the fair market value of the shares on the date of the
option grant, and multiplying that quotient by two.
In 1999, the Directors' Stock Plan was amended to modify certain features of
stock options issued to directors selecting options as an investment vehicle
pursuant to the Directors' Deferred Incentive Savings Plan. As amended, the
Directors' Stock Plan permits the exercise of stock options granted after
October 11, 1999 during the full remaining term of the option by directors who
have terminated service on the Board provided that service on the Board is
terminated after (i) after ten years of service on the Board, or (ii) due to
director's death or disability, or (iii) due to the director having attained
mandatory directors' retirement age.
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<PAGE>
The Directors' Stock Plan was also amended to permit the gifting of vested stock
options, regardless of date of grant, to family members and family trusts or
partnerships.
DIRECTORS' RETIREMENT PLAN. The company's Directors' Retirement Plan was
discontinued and benefits previously earned by directors were frozen as of May
12, 1997. Under this plan, there is no benefit paid to a director who served for
less than five years as of May 12, 1997. A director who had met the five-year
minimum vesting requirement as of May 12, 1997 will receive an annual retirement
benefit calculated as 50 percent of the director's retainer in effect at the
time of such director's retirement, and a director with more than five years of
service at retirement will receive an additional 10 percent of such retainer for
each year of service over five, to a maximum of 100 percent of such retainer for
ten or more years of service. The annual retainer fee in effect as of May 12,
1997 was $30,000. The annual retirement benefit is paid for life to a director
who (i) leaves the board at or after age 60, or (ii) leaves the board prior to
age 60 but defers commencement of receipt of benefits until age 60. A director
who leaves the board and who elects receipt of benefits before age 60 will
receive the annual retirement benefit only during a period equal to the number
of years that the director had served on the board as of May 12, 1997.
EXECUTIVE OFFICER COMPENSATION
The Executive Compensation Committee (the "Committee"), which is composed of
four independent (non-employee) directors, oversees the company's executive
compensation programs and establishes its executive compensation policies. (A
description of the Committee's duties appears on page 8.) The Committee reports
on executive compensation to all of the independent directors of the board (the
"Independent Directors") and makes recommendations to the Independent Directors
regarding specific executive officer compensation matters with respect to which
the Independent Directors have final approval. (See "Report on Executive
Compensation by the Independent Directors" beginning on page 14.)
SUMMARY COMPENSATION TABLE. The following table (Table I) shows all compensation
paid or granted, during or with respect to the 1999 fiscal year and the two
previous fiscal years, to the chief executive officer and to the four other
highest paid executive officers for services rendered to the company and its
subsidiaries during 1999. (Persons in this group are referred to herein
individually as a "Named Executive Officer" and collectively as the "Named
Executive Officers," and, unless otherwise noted, the titles listed are the
titles held as of the end of the 1999 fiscal year.)
10
<PAGE>
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TABLE I
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------- -----------------
GRANTS PAYOUTS
------ --------
LONG-TERM
INCENTIVE
ANNUAL OTHER ANNUAL PLAN ALL OTHER
SALARY INCENTIVE COMPENSATION STOCK PAYOUTS COMPENSATION
($) ($) ($)(1) OPTIONS ($)(2) ($)(3)
NAME AND PRINCIPAL POSITION YEAR (000) (000) (000) (#) (000) (000)
--------------------------------- ---- --------- -------- ------------- ------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael J. Critelli 99 845.8 930.5 __ 150,000 1,185.0 100.7
Chairman and Chief Executive 98 791.7 1,200.0 __ 140,000 1,511.5 115.1
Officer 97 693.8 1,100.0 __ 120,000 1,093.8 48.1
Marc C. Breslawsky 99 766.2 766.3 __ 125,000 1,086.3 78.9
President and Chief Operating 98 718.8 950.0 __ 120,000 1,511.5 94.5
Officer 97 645.8 850.0 __ 110,000 1,093.8 43.4
John N. D. Moody 99 437.9 332.1 __ 36,000 464.1 59.6
President, U.S. Mailing 98 411.7 453.0 __ 50,000 558.2 57.9
Systems 97 372.2 400.0 __ 36,000 520.0 39.1
Murray L. Reichenstein 99 435.3 331.8 __ 36,000 493.8 43.6
Vice President, E-Business and 98 414.7 331.8 __ 36,000 377.3 51.5
Chief Development Officer* 97 400.0 290.0 __ 36,000 -0- 1.6
Murray D. Martin 99 378.3 381.7 54.3 36,000 414.8 47.9
President, Pitney Bowes 98 360.0 316.0 __ 36,000 286.8 46.0
International 97 268.3 214.7 __ 50,000 253.5 27.0
</TABLE>
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(1) Includes company-paid spousal travel costs of $26,782 and amounts
reimbursed during the fiscal year for related taxes of $22,404.
(2) The value shown for 1999 is the value of the payout of Cash Incentive
Units ("CIUs") granted during 1997 to each of the Named Executive
Officers. Payout under the CIUs was based on the magnitude of achievement
against the financial performance criteria over the three-year period
ending December 31, 1999. (See footnote 1 to Table IV on page 14.)
(3) Amounts shown for 1999 include, respectively, contributions to the Pitney
Bowes 401(k) Plan (a tax-qualified plan under Internal Revenue Code
Section 401(k)) and the Pitney Bowes Restoration Plan (a non-qualified
deferred compensation matching program), and an allowance for financial
counseling, including income taxes payable with respect to such allowance,
for each of the Named Executive Officers as follows: Mr. Critelli, $5,760,
$67,395, and $27,548; Mr. Breslawsky, $5,760, $56,025, and $17,100; Mr.
Moody, $5,760, $26,313, and $27,548; Mr. Reichenstein; $5,760, $22,109,
and $15,758; and Mr. Martin, $5,760, $19,236, and $22,900.
* Mr. Reichenstein was elected to the office of Vice President, E-Business
and Chief Development Officer as of January 10, 2000. Prior to that date,
he served as Vice President and Chief Financial Officer.
- --------------------------------------------------------------------------------
11
<PAGE>
Shown in Table II below is information regarding options granted in 1999 to the
Named Executive Officers.
- --------------------------------------------------------------------------------
TABLE II
STOCK OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
NET POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL RATES
OF STOCK PRICE
PERCENTAGE OF APPRECIATION FOR
OPTIONS TOTAL OPTIONS OPTION TERM (2)
GRANTED GRANTED TO EXERCISE OR -------------------
IN 1999 EMPLOYEES BASE PRICE 5% ($) 10% ($)
NAME (#) IN 1999 ($/SHARE)(1) EXPIRATION DATE (000) (000)
--------------------------- ------- --------- ---------- ------------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Critelli ....... 150,000 4.67% 65.719 Feb. 7, 2009 6,200.0 15,711.0
Marc C. Breslawsky ........ 125,000 3.89% 65.719 Feb. 7, 2009 5,166.3 13,100.0
John N. D. Moody. ......... 36,000 1.12% 65.719 Feb. 7, 2009 1,488.0 3,771.0
Murray L. Reichenstein .... 36,000 1.12% 65.719 Feb. 7, 2009 1,488.0 3,771.0
457 0.07% 0.079 Feb. 7, 2003 19.0 48.0
Murray D. Martin .......... 36,000 1.12% 65.719 Feb. 7, 2009 1,488.0 3,771.0
</TABLE>
- --------------
(1) The exercise price for each option equals the market price of a share
of the company's common stock on the date of grant. Except for
options granted in connection with the Deferred Incentive Savings
Plan (the "DISP"), all options become exercisable in installments
over a three-year period: one-third after the first year, an
additional one-third after the second year, and the remaining
one-third after the third year. The 457 options granted to Mr.
Reichenstein as a result of his investment election under the DISP
all become exercisable three years after the date of grant. The
expiration date for options granted in connection with the DISP is
based on the deferral period elected by the executive.
(2) The 5 and 10 percent growth rates, which are specified by the
Securities and Exchange Commission, illustrate that the potential
future value of the options to the Named Executive Officer is linked
directly to the future growth of the price of the company's common
stock. Because the exercise price for options granted equaled the
market price of the common stock on the date of grant, no gain to the
Named Executive Officer is possible without an increase in the stock
price, which would benefit the company's stockholders as a whole. The
5 and 10 percent growth rates are intended for illustration only and
are not intended to be predictive of future growth; the actual value,
if any, that may be realized by any Named Executive Officer will
depend on the market price of the common stock on the date of
exercise.
- -------------------------------------------------------------------------------
12
<PAGE>
Shown in Table III below is information regarding the exercise of options in
1999 by the Named Executive Officers and information regarding their total
outstanding options as of December 31, 1999.
TABLE III
OPTIONS EXERCISED IN 1999 AND 1999 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING NET VALUE OF
SHARES UNEXERCISED OPTIONS UNEXERCISED IN-THE-MONEY
ACQUIRED NET VALUE AT YEAR-END (#) (1) OPTIONS AT YEAR-END ($) (2)
ON EXERCISE REALIZED -------------------------- ----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------------------- ---------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Critelli 34,348 1,618,410 180,600 133,334 2,944,308 1,040,002
Marc C. Breslawsky 28,800 1,504,348 385,932 116,668 9,975,048 936,692
John N. D. Moody 24,100 1,185,800 78,434 45,334 1,692,129 328,002
Murray L. Reichenstein -- -- 62,000 36,000 1,044,500 300,000
Murray D. Martin -- -- 82,332 40,668 1,511,248 388,692
</TABLE>
- --------------
(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.
(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 $65.719 per share (adjusted to
reflect the 1992 and 1997 stock splits). In all cases, the exercise
price equaled the market price of a share at the date of grant.
Table IV, which follows, shows detailed information regarding long-term
incentives other than options granted under the Key Employees' Incentive Plan in
1999. Long-term incentives are contingent upon the attainment of one or more
specified performance objectives. The company is obligated, under the terms of
these incentives, to make the specified payments, if any, only to the extent
that the stated performance objectives are achieved. In 1999, a committee of the
board of directors, consisting solely of all non-employee directors, granted
Cash Incentive Units ("CIUs"), as long-term incentives. CIUs represent a
defeasible right to receive cash, the receipt and amount of which are contingent
upon the extent to which specified performance objectives are attained during
the related three-year period.
13
<PAGE>
- -------------------------------------------------------------------------------
TABLE IV
1999 LONG-TERM INCENTIVE GRANTS
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
---------------------------------------
PERFORMANCE OR OTHER THRESHOLD TARGET MAXIMUM
NUMBER OF PERIOD UNTIL ----------- ---------- ----------
CASH INCENTIVE MATURATION OR CIU ($) CIU ($) CIU ($)
NAME UNITS (1) PAYOUT (1) (000) (000) (000)
----------------------- -------- ----------------- ----- ------- -------
<S> <C> <C> <C> <C> <C>
Michael J. Critelli ...... 700,000 December 31, 2001 5.3 700 1,400
Marc C. Breslawsky ....... 625,000 December 31, 2001 4.7 625 1,250
John N. D. Moody ......... 260,000 December 31, 2001 2.0 260 520
Murray L. Reichenstein ... 260,000 December 31, 2001 2.0 260 520
Murray D. Martin ......... 260,000 December 31, 2001 2.0 260 520
</TABLE>
- -------------
(1) CIUs granted under the Pitney Bowes Key Employees' Incentive Plan ("KEIP")
represent a defeasible right to receive cash payments if certain earnings
per share and return on stockholders' equity performance criteria are
achieved over the three-year period ending December 31, 2001. CIUs that
will mature on December 31, 2001 will pay $0/CIU if the threshold
performance levels are not met. The CIUs will have a value of $.0075 to
$2.00 per unit if the threshold earnings per share and return on
stockholders' equity performance criteria are met or exceeded, depending
on the actual magnitude of achievement.
- -------------------------------------------------------------------------------
REPORT ON EXECUTIVE COMPENSATION BY THE INDEPENDENT DIRECTORS
INTRODUCTION
The Executive Compensation Committee (the "Committee"), consisting of four
Independent Directors, is responsible for the company's executive compensation
policies and programs. The Committee recommends certain policies, programs and
specific actions regarding the compensation of the most highly compensated
executives (referred to as "Key Executives") to all of the Independent Directors
for final approval. This includes the compensation of the Named Executive
Officers presented in the preceding compensation tables (see Tables I through IV
on pages 11 to 14 above). For senior executives other than Key Executives
(referred to herein as "Executives"), the Committee establishes the compensation
policies, reviews incentive awards and stock options grants.
The four main objectives of the executive compensation program are:
(1) To align compensation opportunities with stockholder interests;
(2) To provide compensation which is competitive when compared to various
markets in which the company competes for executive talent;
(3) To divide total compensation between annual and long-term components with a
significant long-term performance related component; and
(4) To place a significant portion of compensation at risk subject to
performance against objectives.
The Committee views stock options and other equity-related arrangements as key
elements to focus executives on increasing shareholder value. Beginning in 1997
the company implemented a Stock Ownership Policy, which requires Key Executives
to own a significant amount of company stock equal to a pre-established multiple
of their respective base salaries.
14
<PAGE>
In 1999 the Committee reviewed material prepared by the company's primary
executive compensation consulting firm and other such firms. Since the company
competes in a larger marketplace for executive talent than just those companies
in the peer group, the compensation program was compared to a broad sample
principally comprised of Fortune 500 companies. The Committee concluded that the
company's total compensation program continues to meet the objectives of the
program.
ANNUAL COMPENSATION
BASE SALARY. In general, the company aligns base pay for Executives with the
competitive market median for base pay. The pay review considers level of
experience, individual performance against annually established financial and
non-financial unit and individual objectives, and competitive market salary
rates for similar positions.
ANNUAL INCENTIVE COMPENSATION ("ANNUAL INCENTIVES"). All Executives, including
the Named Executive Officers, are eligible for Annual Incentives for achieving
challenging financial, leadership and operational objectives that are
established at the beginning of each year. Annual Incentives are expressed as a
percentage of base salary ranging from 0% to a pre-established maximum target
award. Executives receive less than the target award for performance falling
between a threshold performance level and the target. The target award is paid
for meeting the pre-established objectives and the maximum award is paid for
exceptional performance. No amount is paid for performance that falls below
threshold expectations. To determine Annual Incentive awards, the Committee
performs a detailed review of the company's, business unit's and the individual
executive's performance in each year against objectives established at the
beginning of the fiscal year.
LONG-TERM INCENTIVES
The company currently utilizes two principal types of long-term incentives: Cash
Incentive Units ("CIUs") and stock options. The Committee uses these
performance-driven components to link executive compensation to longer term
internal company performance and to external market performance of the company's
stock price.
CASH INCENTIVE UNITS. CIUs are granted only to Key Executives. Their value is
based on the achievement of pre-established target objectives for earnings per
share growth and rates of return on stockholder equity over a three-year period.
Amounts are paid, or rights given, only to the extent that the challenging
pre-established performance objectives are achieved.
For performance cycles beginning after 1996, if the company's performance meets
the pre-established target objectives, Key Executives earn $1.00 for each CIU
granted. The value of CIUs is reduced proportionately to zero for performance
falling below a threshold earnings per share growth rate. Payment reaches a
maximum value of $2.00 for each CIU when the performance equals or exceeds the
maximum growth rate objective.
For the three-year performance period ending on December 31, 1999, the payout of
previously granted CIUs was $1.975, slightly below the maximum.
STOCK OPTIONS. Stock options are granted to Key Executives and Executives with
an exercise price equal to the market price of the stock on the date of grant.
The potential future value of stock options is dependent solely upon the future
increase in the price of the company's stock. Stock option award levels are
based on each executive's position level and performance as well as the
competitive level of option grants for comparably situated executives. The
exercise price of option grants is equal to 100 percent of the market price of
the company's common stock on the grant date. Options have a ten-year exercise
period, and typically become exercisable in installments during the first three
years following their grant.
RESTRICTED STOCK. Annual grants of restricted stock are not presently part of
the company's executive compensation program. However, grants of restricted
stock may occur in the future as warranted by changing competitive conditions.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The chief executive officer's compensation is based on the same objectives and
policies applicable to all Key Executives, and includes base salary, Annual
Incentives, CIUs and stock option grants.
15
<PAGE>
The Committee meets annually without the CEO and evaluates his performance
compared with previously established financial and non-financial goals. The
Committee reaches a consensus and recommends an appropriate compensation
adjustment to the Independent Directors for their approval. This meeting is an
executive session of Independent Directors only.
As of February 1, 1999, Mr. Critelli's annual base salary was increased from
$800,000 to $850,000, a 6.25 percent increase. The Committee recommended this
increase following review and discussion of competitive compensation data for
CEO positions, the significant shortfall between his then current base salary
and the market median, and recognition of Mr. Critelli's successful 1998
accomplishments against various corporate objectives. Mr. Critelli's Annual
Incentive payout for 1999 was $930,500. The payout was based on the company
attaining its revenue, earnings per share, and cash from operations objectives
and Mr. Critelli's strong achievement against several challenging operational
and human resource objectives of short-term and long-term significance to the
company. In February 1999, Mr. Critelli was awarded 700,000 CIUs that are
subject to the attainment of cumulative earnings per share and return on
stockholder equity objectives to be measured over the three-year performance
period ending December 31, 2001. Mr. Critelli was also granted stock options in
February 1999 to purchase 150,000 shares of company common stock. These awards
were recommended by the Committee and approved by the Independent Directors
based on the size of prior awards, competitive award levels granted by
comparator companies, and the assessment that Mr. Critelli had made, and
continues to make, significant contributions to the overall success of the
company.
DEDUCTIBILITY OF COMPENSATION UNDER INTERNAL REVENUE CODE SECTION 162 (M)
Publicly traded corporations generally are not permitted to deduct compensation
in excess of $1 million paid to certain top executives unless the compensation
qualifies for an exception as "performance-based compensation." The company
believes it has complied, and in the future generally intends to comply with the
requirements for full deductibility wherever possible. The company will,
however, weigh the benefits of compliance with Section 162(m) against the
potential burdens, and reserves the right to pay compensation that may not be
fully deductible if it determines that it is in the company's best interest to
do so. In this regard, it is the company's expectation that compensation under
applicable incentive programs will normally be performance-based compensation
and thus qualify for deductibility under Section 162(m).
Linda G. Alvarado Herbert L. Henkel
William E. Butler James H. Keyes
Colin G. Campbell Michael I. Roth
Jessica P. Einhorn Phyllis Shapiro Sewell
Ernie Green
SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
The incentive plans described above (see "Executive Officer Compensation"
beginning on page 10), the Pitney Bowes Severance Plan, and Senior Executive
Severance Policy provide for a period of continued income and continued benefit
under grants made pursuant to such incentive plans to employees who are
terminated by certain actions of the company. These provisions are also intended
to encourage all employees, including the Named Executive Officers, to continue
to carry out their duties in the event of the possibility of a Change of
Control. "Change of Control" is defined in the Severance Plan, Senior Executive
Severance Policy, and in the incentive plans as the acquisition of 20 percent or
more of the company's common stock or 20 percent or more of the combined voting
power of all voting securities by an individual, entity or group, or a change of
more than a majority of the board other than by approval of the then-current
board, or approval by the stockholders of a reorganization, merger, or
dissolution of the company.
The Pitney Bowes Severance Plan dated December 12, 1988, as amended, provides
for the payment of severance to employees, including the Named Executive
Officers, whose employment with the company or any of its United States
subsidiaries is terminated under certain circumstances (exclusive of a Change of
Control). Severance will consist of a minimum of one week of pay for each full
year of service (a fraction thereof for a partial year of service), with a
minimum of two weeks' pay, and a maximum of two years' pay. The Severance Plan
also provides that
16
<PAGE>
employees (exclusive of executives covered under the Senior Executive Severance
Policy) whose employment is terminated or whose position, authority, pay or
benefits are diminished within two years after a Change of Control will be
entitled to severance pay on the basis of their position levels and seniority.
The Senior Executive Severance Policy, which was adopted by the board of
directors in December, 1995, provides for the payment of severance to certain
senior executive employees, including the Named Executive Officers, whose
employment with the company is terminated within two years after a Change of
Control. The Senior Executive Severance Policy provides that a covered employee
whose employment is terminated, whose position, authority, pay or benefits are
diminished or who is relocated within two years after a Change of Control, or
who voluntarily terminates employment during the 30-day period immediately
following the first anniversary of the date of the Change of Control, will be
entitled to, among other things, severance pay in an amount equal to two times
the sum of the employee's annual base salary and highest Annual Incentive
received in any of the three years preceding termination, and the continuation
of certain welfare benefits for up to two years following termination of
employment.
The 1979 Plan and the 1991 Plan each provide that, in the event of a Change of
Control, outstanding options granted under the plans to any employee will become
immediately and fully exercisable. The 1991 Plan also provides that, in the
event of a Change of Control, other outstanding stock-based incentives granted
pursuant to the plan will become fully vested, with all performance objectives
deemed fully satisfied except for transfer restrictions required for exempt
treatment under Section 16 of the Securities Exchange Act of 1934, as amended,
or any other applicable law.
Also, the KEIP provides that in the event of a Change of Control, Executives,
including the Named Executive Officers, will have a vested right to Annual
Incentives with respect to the year in which such Change of Control occurs and
to CIUs which are then outstanding (for Key Executives) (in amounts to be
determined by the Independent Directors as specified in the plan on the basis of
relevant past performance of the individual executive, of his or her division
and of Pitney Bowes, as applicable). Such Annual Incentives and CIU payments
would be made shortly after the Change of Control, discounted to present value
at the prime rate then in effect.
If any of these benefits, either alone or together with any other payments or
benefits provided to covered senior executive employees, including a Named
Executive Officer, would constitute an "excess parachute payment" subject to the
20 percent excise tax under certain provisions of the Internal Revenue Code, the
Senior Executive Severance Policy provides that an additional payment would be
made to each affected covered employee so that such excise tax is reimbursed on
a net after-tax basis.
It is possible that no payments will ever be made pursuant to the foregoing;
therefore, it is not possible to estimate the amount of any payments that may
become due to any individual under the Senior Executive Severance Policy or
either of the incentive plans in the event of a Change of Control.
PENSION BENEFITS
Effective September 1,1997, the company revised the Pension Plan such that the
benefit payable under the Pension Plan is no longer a function solely of years
of service and final average earnings. Under the revised formula, employees
receive annual credits of a percentage of their earnings. The annual percentage
ranges from 2% to 10% plus an additional 2% to 6% over the Social Security Wage
Base and increases as the sum of age and years of service increases. "Earnings"
for purposes of the plan, means the average of the five highest consecutive
annual pay amounts during a participant's service with the company.
In connection with the adoption of revisions to the Pension Plan, various
participants, including certain of the Named Executive Officers, will be
eligible for certain "grandfather" and transition provisions that are intended
to avoid undue impairment of any participant's pension as a result of the new
formula. Certain long-service participants may be entitled to receive their
benefit computed under the old formula, if greater than that computed under the
new formula.
The annual pension benefit to which each of the Named Executive Officers would
be entitled had he
17
<PAGE>
retired on December 31, 1999 (disregarding any limitation on vesting) expressed
as a life annuity beginning at age 65 is as follows: Mr. Critelli: $485,473; Mr.
Breslawsky: $434,425; Mr. Moody: $409,840; Mr. Reichenstein: $15,366: and Mr.
Martin: $92,005.
APPROVAL OF APPOINTMENT OF PITNEY BOWES' INDEPENDENT ACCOUNTANTS
The Audit Committee of the board has recommended, and the board has approved for
vote by stockholders, the continuation of PricewaterhouseCoopers LLP as the
independent accountants for Pitney Bowes for 2000.
PricewaterhouseCoopers LLP has served in this capacity continuously since 1934.
PricewaterhouseCoopers LLP has no direct or indirect financial interest in
Pitney Bowes or any of its subsidiaries.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR 2000.
ADDITIONAL INFORMATION
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 by
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 and $2.12 preference stock held of record, and Pitney Bowes will
reimburse such brokers, custodians, nominees, and fiduciaries for reasonable
out-of-pocket expenses incurred. Pitney Bowes has retained Georgeson & Company
Inc. to aid in the solicitation of proxies. The anticipated fee of such firm is
$8,500 plus out-of-pocket costs and expenses. The cost of solicitation will be
borne entirely by Pitney Bowes.
OTHER MATTERS
Management knows of no other matters which may be presented for consideration at
the meeting. However, if any other matters properly come before the meeting, it
is the intention of the individuals named in the enclosed proxy to vote in
accordance with their judgment.
ANNUAL REPORT
The annual report, including financial statements, for the year ended December
31, 1999, was distributed by mail several days prior to the distribution of this
notice and proxy statement.
By order of the board of directors.
Amy C. Corn
Corporate Secretary and
Senior Associate General Counsel
18
<PAGE>
[LOGO] PITNEY BOEWS STAMFORD FACILITIES
1 MAIN PLANT WALTER H. WHEELER JR. DR.
2.BARY PLACE 23 BARRY PLACE
3.WORLD HEADQUARTERS 1 ELMCROFT RD.
[MAP OMITTED]
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) and stay in the middle lane. At the third
traffic light, turn left 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.
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 under railroad and I-95). 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.
