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AMERISCRIBE CORPORATION SIGNS DEFINITIVE AGREEMENT TO MERGE WITH PITNEY BOWES UNIT

 NEW YORK, April 22 /PRNewswire/ -- Ameriscribe Corporation (NYSE: ACR) today announced that it has entered into a definitive agreement to merge with Pitney Bowes Management Services Inc., a wholly- owned subsidiary of Pitney Bowes Inc. (NYSE: PBI). The merger agreement provides that Ameriscribe stockholders would receive Pitney Bowes Inc. common stock valued at approximately $14.38 for each share of Ameriscribe common stock. The transaction would provide for the exchange of all outstanding shares of Ameriscribe stock for approximately $83,000,000 in Pitney Bowes common stock, as well as approximately $5 million in additional PBI shares for outstanding Ameriscribe options. The shares received in the merger would be registered with the Securities and Exchange Commission. The transaction is expected to be treated as a tax-free exchange.
 The merger agreement is subject to a number of terms and conditions, including regulatory review and approval, the approval of Ameriscribe's stockholders, a limit on the aggregate number of shares PBI would be required to issue, and the formal dismissal of certain outstanding litigation involving a former subsidiary of Ameriscribe. An agreement in principle to settle this litigation was announced today. The purchase price is subject to possible adjustment if Ameriscribe fails to maintain certain income, cash and net worth levels in the period prior to the closing. Ameriscribe expects to file preliminary proxy materials with the Securities and Exchange Commission shortly.
 Ameriscribe is a leading provider of reprographic and mailroom facilities management services. The company reported total revenues of $113.8 million in 1992.
 Allan R. Tessler, chairman of the board and chief executive officer of Ameriscribe Corporation, stated, "We believe that the prospective merger is in the best interests of Ameriscribe's shareholders. We are confident that shareholders will approve the proposed transaction with Pitney Bowes after reviewing the proxy materials that we will be sending them."
 William J. Shaw, president of Ameriscribe Management Services, added, "Pitney Bowes is a well respected name in office systems and services, and its strengths in facilities management are an excellent complement to our own. We are committed to maintaining Ameriscribe's high standards for quality and professionalism both during this transition period and following the merger, and are confident that our clients and employees will benefit in the future from the combined strength of these two companies."
 Ameriscribe Corporation, through its wholly-owned subsidiary, Ameriscribe Management Services, Inc., is a leading national provider of facilities management services on the premises of major legal, financial and Fortune 1000 firms. The services offered by Ameriscribe include copy, mailroom and facsimile operations, record/file room management and electronic publishing.
 -0- 4/22/93
 /CONTACT: H. Sean Mathis of Ameriscribe Corporation, 212-941-2500, or Mark Imperiale of Ameriscribe Management Services, 212-219-0800, or David Walke, or Edward Nebb both of Morgen-Walke Associates, 212-986-5900, for Ameriscribe Corporation/
 (ACR, PBI)


CO: Ameriscribe Corporation, Pitney Bowes Inc. ST: New York IN: FIN SU: FNC

LD -- NY008 -- 9175 04/22/93 08:30 EDT
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Publication:PR Newswire
Date:Apr 22, 1993
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