Obligation PitneyBowe 5.6% ( US72447XAD93 ) en USD

PitneyBowe

100 % ⇌

Etas-Unis

US72447XAD93 ( en USD )

5.6% par an ( paiement semestriel )

15/03/2018 - Obligation échue

Prospectus brochure de l'obligation Pitney Bowes US72447XAD93 en USD 5.6%, échue

2 000 USD

250 000 000 USD

72447XAD9

NR

NR

Pitney Bowes est une société technologique mondiale fournissant des solutions de logistique, d'expédition et de commerce électronique aux entreprises.

L'Obligation émise par PitneyBowe ( Etas-Unis ) , en USD, avec le code ISIN US72447XAD93, paye un coupon de 5.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2018

L'Obligation émise par PitneyBowe ( Etas-Unis ) , en USD, avec le code ISIN US72447XAD93, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par PitneyBowe ( Etas-Unis ) , en USD, avec le code ISIN US72447XAD93, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

FILED PURSUANT TO RULE 424(B)(3)
424B3 1 y50860b3e424b3.htm FILED PURSUANT TO RULE 424(B)(3)
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FILED PURSUANT TO RULE 424(B)(3)

Filed Pursuant to Rule 424(b)(3)
Dated: March 4, 2008
Registration Statement No. 333-120525
Pricing Supplement dated March 4, 2008
(To Prospectus dated February 8, 2005 and Prospectus Supplement dated July 6, 2005)
PITNEY BOWES INC.
5.60% Medium-Term Notes due 2018

Principal amount: $250,000,000

Interest rate: 5.60%
Agent's discount or commission: 0.65%

Original issue date: March 7, 2008
Net proceeds to Pitney Bowes: $245,582,500

Stated maturity date: March 15, 2018

Option to extend maturity date: No

Interest payment dates:

o January 15 and July 15, commencing

þ Other: March 15 and September 15; first coupon payment on September 15, 2008
Regular record dates (if other than the 15th day of May and November): March 1 and September 1
Original issue discount: Yes o No þ
Issue price:
Total amount of OID:
Yield to maturity:
Initial accrual period OID:
Day count convention:

o Actual/360

o Actual/actual

þ 30/360
Redemption:

o The notes cannot be redeemed prior to the stated maturity date.

þ The notes can be redeemed prior to the stated maturity date at the option of the Issuer.

See "Other Provisions -- Make Whole Redemption".
Repayment:

o The notes cannot be repaid prior to the stated maturity date.
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FILED PURSUANT TO RULE 424(B)(3)

þ The notes can be repaid prior to the stated maturity date at the option of the holder of the notes.

See "Other Provisions -- Change of Control Offer".

Optional repayment date(s): N/A

Optional repayment price(s): N/A

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Specified currency (if other than U.S. dollars):
Authorized denomination (if other than U.S. $1,000 and integral multiples thereof): U.S. $2,000 or an integral
multiple of U.S. $1,000 in excess thereof
Trustee, registrar, authenticating and paying agent: The Bank of New York
Exchange rate agent, if any:
Additional paying agent, if any:
Form:

þ Book-entry (to be held on behalf of The Depository Trust Company)

o Individually certificated
Agent (Amount):

o ABN AMRO Incorporated

o Banc of America Securities LLC

o Barclays Capital Inc.

þ Citigroup Global Markets Inc. ($17,500,000)

þ Credit Suisse Securities (USA) LLC ($17,500,000)

þ Deutsche Bank Securities Inc. ($98,750,000)

þ J.P. Morgan Securities Inc. ($98,750,000)

o Merrill Lynch, Pierce, Fenner & Smith Incorporated

þ Morgan Stanley & Co. Incorporated ($17,500,000)

o Others:
Agent acting in the capacity as indicated below:
o Agent þ Principal
If as principal:

o The notes are being offered at varying prices related to prevailing market prices at the time of resale.

þ The notes are being offered at a fixed initial public offering price of 98.883% of the principal amount plus
accrued interest, if any, from March 7, 2008.
If as Agent:
The Notes are being offered at a fixed initial public offering price of ___% of the principal amount plus
accrued interest [, if any,]
from ___.
CUSIP Number: 72447XAD9
Investing in the Notes involves risks. See "Risk Factors" on page S-3 of the Prospectus Supplement, dated
July 6, 2005, and "Risk Factors" on page 5 of Pitney Bowes Inc. Annual Report on Form 10-K for the fiscal
year ended December 31, 2007 filed with the Securities and Exchange Commission on February 29, 2008.
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Other Provisions:
1. Make Whole Redemption. The Issuer may redeem the Notes, at any time in whole or from time to time
in part, at a redemption price equal to the sum of 100% of the aggregate principal amount of the Notes being
redeemed, accrued but unpaid interest on those Notes to the redemption date, and the Make-Whole Amount, if any,
as defined below.
"Make-Whole Amount" means, in connection with any optional redemption, the excess, if any, of (a) the
aggregate present value as of the date of such redemption of each dollar of principal being redeemed and the amount
of interest, exclusive of interest accrued to the date of redemption, that would have been payable in respect of each
such dollar if such redemption had not been made, determined by discounting, on a semiannual basis (assuming a
360-day year of twelve 30-day months), such principal and interest at the Reinvestment Rate, determined on the third
business day preceding the date notice of such redemption is given, from the respective dates on which such principal
and interest would have been payable if such redemption had not been made, to the date of redemption, over (b) the
aggregate principal amount of the Notes being redeemed.
"Reinvestment Rate" means 0.35% plus the arithmetic mean of the yields under the heading "Week
Ending" published in the most recent Statistical Release under the caption "Treasury Constant Maturities" for the
maturity, rounded to the nearest month, corresponding to the remaining life to maturity, as of the payment date of the
principal amount of the Notes being redeemed. If no maturity exactly corresponds to such maturity, yields for the two
published maturities most closely corresponding to such maturity shall be calculated pursuant to the immediately
preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-
line basis, rounding in each of such relevant periods to the nearest month. For the purposes of calculating the
Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-
Whole Amount shall be used. If the format or content of the Statistical Release changes in a manner that precludes
determination of the Treasury yield in the above manner, then the Treasury yield shall be determined in the manner
that most closely approximates the above manner, as reasonably determined by the Issuer.
"Statistical Release" means the statistical release designated "H.15(519)" or any successor publication
which is published weekly by the Federal Reserve System and which reports yields on actively traded United States
government securities adjusted to constant maturities, or, if such statistical release is not published at the time of any
required determination under the Indenture dated as of February 14, 2005 (the "Initial Indenture"), between the Issuer
and Citibank, N.A., as trustee, and the First Supplemental Indenture (the "First Supplemental Indenture", and
together with the Initial Indenture, the "Indenture"), dated as of October 23, 2007 by and among the Issuer, The Bank
of New York, as successor trustee (the "Trustee") and Citibank, N.A., as resigning trustee, then such other
reasonably comparable index which shall be designated by the Issuer.
2. Change of Control Offer. If a change of control triggering event occurs, unless the Issuer has exercised
its option to redeem the Notes as described above under "Make Whole Redemption", the Issuer will be required to
make an offer (the "change of control offer") to each holder of the Notes to repurchase all or any part (equal to
$2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes on the terms set forth in the Notes.
In the change
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of control offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount
of notes repurchased, plus accrued and unpaid interest, if any, on the Notes to be repurchased to the date of
repurchase (the "change of control payment"). Within 30 days following any change of control triggering event or, at
the Issuer's option, prior to any change of control, but after public announcement of the transaction that constitutes or
may constitute the change of control, a notice will be mailed to holders of the Notes describing the transaction that
constitutes or may constitute the change of control triggering event and offering to repurchase the Notes on the date
specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice
is mailed (the "change of control payment date"). The notice, if mailed prior to the date of consummation of the
change of control, will state that the offer to purchase is conditioned on the change of control triggering event
occurring on or prior to the change of control payment date. In the event that such offer to purchase fails to satisfy
the condition in the preceding sentence, the Issuer will cause another notice meeting the aforementioned
requirements to be mailed to holders of the Notes.
On the change of control payment date, the Issuer will, to the extent lawful:

· accept for payment all notes or portions of notes properly tendered pursuant to the change of control offer;

· deposit with the paying agent an amount equal to the change of control payment in respect of all notes or
portions of notes properly tendered; and

· deliver or cause to be delivered to the trustee the Notes properly accepted together with an officers'
certificate stating the aggregate principal amount of notes or portions of notes being repurchased.
The Issuer will not be required to make a change of control offer upon the occurrence of a change of control
triggering event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the
requirements for an offer made by the Issuer and the third party repurchases all notes properly tendered and not
withdrawn under its offer. In addition, the Issuer will not repurchase any notes if there has occurred and is continuing
on the change of control payment date an event of default under the Indenture, other than a default in the payment of
the change of control payment upon a change of control triggering event.
The Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any other securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with the repurchase of the Notes as a result of a change of control triggering
event. To the extent that the provisions of any such securities laws or regulations conflict with the change of control
offer provisions of the Notes, the Issuer will comply with those securities laws and regulations and will not be
deemed to have breached its obligations under the change of control offer provisions of the Notes by virtue of any
such conflict.
For purposes of the change of control offer provisions of the Notes, the following terms will be applicable:
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"Change of control" means the occurrence of any of the following: (1) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which is that any "person" (as that term is
used in Section 13(d)(3) of the Exchange Act) (other than the Issuer, any subsidiary or employee benefit plan of the
Issuer or employee benefit plan of any subsidiary of the Issuer) becomes the beneficial owner (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the voting stock of the
Issuer or other voting stock into which the voting stock of the Issuer is reclassified, consolidated, exchanged or
changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance
or other disposition (other than by way of merger or consolidation), in one or more series of transactions approved by
the Board of Directors as part of a single plan, of 85% or more of the total consolidated assets of the Issuer as shown
on the Issuer's most recent audited balance sheet, to one or more "persons" (as that term is defined in the Indenture)
(other than the Issuer or one of the subsidiaries of the Issuer); or (3) the first day on which a majority of the members
of the Board of Directors are not continuing directors. Notwithstanding the foregoing, a transaction will not be
deemed to involve a change of control if (1) the Issuer becomes a direct or indirect wholly-owned subsidiary of a
holding company and (2)(A) the direct or indirect holders of the voting stock of such holding company immediately
following that transaction are substantially the same as the holders of the voting stock of the Issuer immediately prior
to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying
the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock
of such holding company.
"Change of control triggering event" means the occurrence of both a change of control and a rating event.
"Continuing directors" means, as of any date of determination, any member of the Board of Directors of the
Issuer who (1) was a member of such Board of Directors on the date the Notes were issued or (2) was nominated for
election, elected or appointed to such Board of Directors with the approval of a majority of the continuing directors
who were members of such Board of Directors at the time of such nomination, election or appointment (either by a
specific vote or by approval of the proxy statement of the Issuer in which such member was named as a nominee for
election as a director, without objection to such nomination).
"Fitch" means Fitch Ratings.
"Investment grade rating" means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3
(or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit
rating from any additional rating agency or rating agencies selected by the Issuer.
"Moody's" means Moody's Investors Service, Inc.
"Rating agencies" means (1) each of Fitch, Moody's and S&P; and (2) if any of Fitch, Moody's or S&P
ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the control of
the Issuer, a "nationally recognized statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act selected
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FILED PURSUANT TO RULE 424(B)(3)

by the Issuer (as certified by a resolution of the Board of Directors) as a replacement agency for Fitch, Moody's or
S&P, or all of them, as the case may be.
"Rating event" means the rating on the Notes is lowered by each of the rating agencies and the Notes are
rated below an investment grade rating by each of the rating agencies on any day within the 60-day period (which 60-
day period will be extended so long as the rating of the Notes is under publicly announced consideration for a
possible downgrade by any of the rating agencies) after the earlier of (1) the occurrence of a change of control and
(2) public notice of the occurrence of a change of control or the intention of the Issuer to effect a change of control;
provided, however, that a rating event otherwise arising by virtue of a particular reduction in rating will be deemed
not to have occurred in respect of a particular change of control (and thus will not be deemed a rating event for
purposes of the definition of change of control triggering event) if the rating agencies making the reduction in rating
to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing
at the Issuer's or its request that the reduction was the result, in whole or in part, of any event or circumstance
comprised of or arising as a result of, or in respect of, the applicable change of control (whether or not the applicable
change of control has occurred at the time of the rating event).
"S&P" means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc.
"Voting stock" means, with respect to any specified "person" (as that term is used in Section 13(d)(3) of the
Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the
election of the board of directors of such person.
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Document Outline

sec.gov
- #1">FILED PURSUANT TO RULE 424(B)(3)