Form: 8-K

Current report

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8-K: Current report

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FORM 8 - K

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: August 21, 1997



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




Pitney Bowes Inc. - Form 8-K
Page 2 of 3

Item 2: Acquisition or Disposition of Assets

Stamford, Connecticut, August 21, 1997 -- Pitney Bowes Credit Corporation
("PBCC"), a wholly-owned subsidiary of Pitney Bowes Inc., announced that it has
entered into an agreement with GATX Capital Corporation ("GATX Capital"), a
subsidiary of GATX Corporation, that will reduce PBCC's external large-ticket
finance portfolio by approximately $1.2 billion. This represents approximately
50 percent of PBCC's current external large-ticket portfolio. This agreement
reflects PBCC's ongoing strategy of focusing on fee-and service-based revenue
rather than asset based income.

Under the terms of the agreement, PBCC will transfer external large-ticket
finance assets through a direct sale to GATX Capital and an investment in a
limited liability company. PBCC expects to receive approximately $1 billion in
cash through the end of the year and a 50 percent share in the limited liability
company, in which PBCC and GATX Capital would each retain approximately $200
million of equity. The transaction is subject to a number of conditions to
closing, which include certain regulatory approvals. The transaction is expected
to close during the third and fourth quarters of 1997. There is no assurance,
however, that the transaction will close in a timely manner or at all.


Item 7: Financial Statements and Exhibits

(c) Exhibits (numbered in accordance with Item 601 of Regulation S-K)

Reg. S-K Status or Incorporation
Exhibits Description by Reference

(99) Release dated See Exhibit (i)
August 21, 1997








Pitney Bowes Inc. - Form 8-K
Page 3 of 3







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 thereunto duly authorized.

PITNEY BOWES INC.

August 27, 1997



/s/ M. L. Reichenstein
----------------------------------------
M. L. Reichenstein
Vice President - Chief Financial Officer
(Principal Financial Officer)




/s/ A. F. Henock
----------------------------------------
A. F. Henock
Vice President - Controller
and Chief Tax Counsel
(Principal Accounting Officer)