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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended July 30, 1994
Commission File Number 1-4311
PALL CORPORATION
2200 Northern Boulevard, East Hills, N.Y. 11548
(516) 484-5400
Incorporated in New York State I.R.S. Employer Identification
Number 11-1541330
Securities registered pursuant to Section 12(b) of the Act:
Name of Exchange
Title of Class on Which Registered
---------------------------- -----------------------
Common Stock $.10 par value New York Stock Exchange
Common Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that registrant was required to file such reports), and (2) has been
subject to such filing requirement for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or an amendment to this Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates
of the registrant was $1,851,438,000, based upon the closing price
on October 3, 1994.
The number of common shares, $.10 par value outstanding of the
registrant was 115,322,619 shares on October 3, 1994.
Total number of pages - 292 Exhibit index located on page 31
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the proxy statement for the 1994 annual meeting of
shareholders are incorporated by reference into Items 10, 11 and 12.
Portions of the Annual Report to shareholders for the year ended
July 30, 1994 are incorporated by reference into Items 1, 7 and 8.
2
PART I
------
ITEM 1. BUSINESS.
- ------------------
(a) General development of business.
Pall Corporation, incorporated in July 1946, and its subsidiaries
(hereinafter collectively called "the Company" unless the context
requires otherwise) is a leading supplier of fine filters mainly
made by the Company using its proprietary filter media, and other
fluid clarification equipment for the removal of solid, liquid and
gaseous contaminants from a wide variety of liquids and gases. The
Company's business is best analyzed by the following three principal
markets, or industry segments, in which it sells its products:
(1) Health care.
(2) Aeropower.
(3) Fluid processing.
During the past five years, the Company has continued its development of
fluid clarification products and of their sale in a wide variety of
markets.
(b) Financial information about industry segments.
Reference is made to page 39 of the registrant's 1994 Annual Report
to Shareholders.
(c) Narrative description of business.
1) The Company sells its products in three principal markets. The
products sold are mainly filters made with proprietary Pall filter
media produced by chemical film casting, melt-blowing of polymer
fibers, papermaking and metallurgical processes. Metal and plastic
housings and a wide variety of appurtenant devices, are also made.
(A) Health Care Market:
See the following sections of the registrant's 1994 Annual
Report to Shareholders, which are incorporated herein by
reference:
Patient Protection, Hospital and Blood Bank - pages 12-14.
BioSupport and OEM Diagnostics - page 15.
Pharmaceutical, Biologicals and Bioprocessing - pages
16 and 17.
Food and Beverage - pages 18 and 19.
Sales of Health Care products in fiscal 1994 were $351,849,000 or
50% of total sales. Sales in this market are made about equally
through the Company's own personnel and through distributors. Backlog
information is omitted, as it is not considered meaningful to an
understanding of this segment of the Company's business.
3
The Company feels that safety, efficacy, ease of use and technical
support, rather than price, are the principal competitive factors in
this market, although economy of use is important.
(B) Aeropower Market:
See the following sections of the registrant's 1994 Annual
Report to Shareholders, which are incorporated herein by
reference:
Airborne, Military Land and Marine - pages 22 and 23.
Industrial and Mobile Fluid Power - pages 24 and 25.
Sales in fiscal 1994 were $179,297,000 or 26% of total sales.
Backlog at July 30, 1994 was $48,448,000, a 14% decrease from the
prior year backlog of $56,250,000. The backlog at July 30, 1994 is
equal to about three months of sales. The Company's sales to aerospace
and military customers are made principally through its own personnel;
sales to industrial customers are made in about equal proportions
through Company personnel and through distributors and manufacturers'
representatives.
The Company believes that product performance and quality, and
service to the customer, as well as price, are the principal
competitive factors in this market segment.
(C) Fluid Processing Market:
See the following sections of the registrant's 1994 Annual
Report to Shareholders, which are incorporated herein by
reference:
Microelectronics, Data Storage and Photographic Film -
pages 28 and 29.
Oil and Gas, Chemical and Petrochemical, and Power
Generation - pages 30-32.
Sales in this market in fiscal 1994 were $169,702,000 or 24%
of total sales. The Company's products are sold to customers in
these markets in about equal proportions through its own personnel,
and through distributors and manufacturers' representatives.
Backlog information is omitted, as it is not considered material
for an understanding of this segment of the Company's business.
The Company believes that performance and quality of product and
service, as well as price, are determinative in most sales.
4
(D) The following comments relate to the three segments
discussed above:
(i) Raw materials:
Most raw materials used by the Company are available from
multiple sources of supply. A limited number of materials are
proprietary products of major chemical companies. The Company
believes that it could find satisfactory substitutes for these
materials if they should become unavailable, and has in fact
done so several times in the past.
(ii) Patents:
The Company owns a broad range of patents covering its filter
media, filter designs and other products, but it considers these
to be mainly defensive, and relies on its proprietary manufacturing
methods and engineering skills. However, it does act against
infringers when it believes such action is economically justified.
2) The following comments relate to the Company's business in
general:
(a) With limited exceptions, research activities conducted by the
Company are Company-sponsored. Such expenditures totalled
$41,283,000 in 1994, $40,036,000 in 1993 and $34,787,000
in 1992.
(b) There was no one customer to whom sales were made totalling
10% or more of consolidated sales in fiscal 1994, 1993 or
1992.
(c) There is no material effect on the Company's capital
expenditures, earnings or competitive position resulting from
compliance with Federal, state or local environmental
protection laws.
(d) At July 30, 1994, the Company employed approximately 6,200
persons.
(d) Financial information about foreign and domestic operations
and export sales.
Reference is made to page 40 of the registrant's 1994 Annual
Report to Shareholders.
5
ITEM 2. PROPERTIES.
- -------------------
Size
(square
Location Type Industry Segment feet)
- ------------------- -------------- --------------------- --------
OWNED:
Glen Cove, NY Office & labora- Research Center 65,000
tory
East Hills, NY Office, plant & Executive Office & 317,000
warehouse All Segments
Pt. Washington, NY Office & labora- All 215,000
tory
Hauppauge, NY Plant & office Health Care & Fluid 75,000
Processing
Cortland, NY Plants Health Care & Fluid 346,000
Processing
Putnam, CT Plant All 61,000
Pinellas Park, FL Plant Aeropower 152,000
Ft. Myers, FL Plant Aeropower & Fluid 111,000
Processing
New Port Richey, Plant Aeropower 160,000
FL
Fajardo, Puerto Plants Health Care & Fluid 226,000
Rico Processing
Portsmouth, U.K. Office & plants All 306,000
Ilfracombe, U.K. Plant Health Care & Fluid 112,000
Processing
Redruth, U.K. Plant Aeropower 111,000
Newquay, U.K. Plant Health Care & Fluid 101,000
Processing
Frankfurt, Office & ware- All 54,000
Germany house
Paris, France Office & ware- All 65,000
house
Limay, France Warehouse All 23,000
Tsukuba, Japan Plant & All 78,000
laboratory
6
Size
(square
Location Type Industry Segment feet)
- ------------------- -------------- --------------------- --------
LEASED:
Glen Cove, NY Office Health Care 36,000
Pt. Washington, NY Laboratory All 19,000
Lafayette, LA Office & ware- Fluid Processing 25,000
house
Toronto, Office Fluid Processing 12,000
Canada
Frankfurt, Germany Office & ware- All 46,000
house
Milan, Italy Office & ware- All 50,000
houses
Vienna, Austria Office & ware- All 13,000
house
Muttenz, Office & ware- All 7,000
Switzerland house
Madrid, Spain Office & ware- All 28,000
house
Warsaw, Poland Office All 2,000
Tokyo, Japan Offices All 33,000
Singapore Office & ware- All 17,000
house
Seoul, South Korea Office Health Care & Fluid 7,000
Processing
Beijing, China Office & ware- All 9,000
house
Melbourne, Office & ware- Aeropower & Fluid 10,000
Australia house Processing
In the opinion of management, these premises are suitable and
adequate to meet the Company's requirements.
7
ITEM 3. LEGAL PROCEEDINGS.
- -------------------------
The Company had been one of several third-party defendants in
an action brought by the City of Glen Cove, N.Y., involving
potential environmental damages and hazardous waste contamination.
The City sought from the primary defendants the cost of environ-
mental clean-up, compensatory damages of $10 million, and punitive
damages of $25 million. On December 30, 1993, the several parties
in this matter agreed to settle for a total of $625,000, of which
the Company's share was $200,000.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- -----------------------------------------------------------
There were no matters submitted to a vote of shareholders during the
fourth quarter of fiscal year 1994.
PART II
-------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS.
- ------------------------------------------------------------
Pall Corporation's Common Stock is listed on the New York and London
Stock Exchanges. The table sets forth quarterly data relating to the
Company's Common Stock prices and cash dividends declared per share
for the past two fiscal years.
Cash dividends
Price per share Fiscal 1994 Fiscal 1993 per common share
- --------------- ----------------- ----------------- -----------------
High Low High Low 1994 1993
Quarter: ------- ------- ------- ------- ------- -------
First $21.25 $15.63 $22.88 $19.03 $0.08 $0.07
Second 21.00 17.50 23.16 18.88 0.09 0.08
Third 19.13 16.00 21.63 16.38 0.09 0.08
Fourth 17.25 13.63 20.25 16.50 0.09 0.08
As of October 3, 1994, there were approximately 7,200 holders of
record of the Company's Common Stock.
8
ITEM 6. SELECTED FINANCIAL DATA.
- --------------------------------
(In thousands, except per share data)
For the Years Ended
----------------------------------------------------
July 30, July 31, Aug. 1, Aug. 3, July 28,
1994(a) 1993(b) 1992(c) 1991 1990
-------- -------- ------- ------- --------
Results of operations:
Net sales $700,848 $687,222 $685,068 $656,979 $564,498
Net earnings 98,922 78,312 92,708 79,921 66,235
Earnings per share .86 .68 .79 .69 .57
Cash dividends per share .36 .31 .26 .21 .18
Financial position:
Total assets 959,579 902,273 912,876 786,654 797,771
Long-term debt 54,097 24,540 59,003 51,605 56,343
(a) Fiscal 1994 includes a pre-tax charge of $3,696 ($2,332 after
taxes, 2 cents per share) due principally to the restructuring
of the German operations and to the write-off of a bad debt in
the Aerospace operations.
(b) Fiscal 1993 includes a pre-tax charge of $26,710 ($17,310 after
taxes, 15 cents per share) representing the cost of downsizing
and further integrating the military portion of the Aeropower
business with the Industrial Fluid Power business, and also
writing off certain excess corporate leasehold improvements.
(c) Fiscal 1992 includes (i) a pre-tax charge of $3,690 (2 cents
per share) from the settlement of certain promissory notes
received in connection with the sale of the air dryer business
in a leveraged buy-out reported in fiscal 1988, and (ii) an
increase in net earnings of $2,475 (2 cents per share) as a
result of adopting the Financial Accounting Standards Board
Statement No. 109 (Accounting for Income Taxes).
9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
- -------------------------------------------------------------------
Reference is made to pages 33 and 34 of the registrant's 1994
Annual Report to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
- ----------------------------------------------------
Reference is made to pages 35-38 and 41-47 of the registrant's
1994 Annual Report to Shareholders.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
- -------------------------------------------------------------
None.
10
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
- -----------------------------------------------------------
(a) Identification of directors:
Reference is made to "Election of Directors" on page 1 of the
registrant's Proxy Statement for the 1994 annual meeting of
shareholders, previously filed.
None of the persons listed in the section of the Proxy
Statement referred to in the preceding paragraph has been
involved in those legal proceedings required to be disclosed
by Item 401(f) of Regulation S-K during the past five years.
(b) Identification of executive officers:
Year in
Which Service
Age at as Officer of
Oct. 15, Pall Corp.
Name 1994 Position Held Began
- ---------------- ------- --------------------- -------
Eric Krasnoff* 42 Chairman and Chief 1986
Executive Officer
Jeremy Hayward-Surry* 51 President and Treasurer - 1989
Chief Financial Officer
Derek T.D. Williams 62 Executive Vice President 1985
and Chief Operating Officer
Donald G.E. Nicholls 59 Executive Vice President 1985
Clifton S. Hutchings 56 Group Vice President 1993
Gerhard Weich 58 Group Vice President 1993
Arnold Weiner 57 Group Vice President 1986
Samuel T. Wortham 47 Group Vice President 1990
Peter Schwartzman 57 Secretary 1972
* Member of the Executive Committee of the Board of Directors.
None of the persons listed above is related.
Messrs. Krasnoff and Hayward-Surry are directors of Pall Corpor-
ation. Mr. Williams is a nominee for director.
For more than the past five years, the principal occupation of
each person listed above has been in the employ of the registrant.
Executive officers are elected by the Board of Directors annually,
to serve until the next annual organizational meeting of the Board.
None of the above persons has been involved in those legal pro-
ceedings required to be disclosed by Item 401(f) of Regulation S-K,
during the past five years.
11
ITEM 11. EXECUTIVE COMPENSATION.
- --------------------------------
Reference is made to "Compensation and Other Benefits of Senior
Management" on page 5 of the registrant's Proxy Statement for the
1994 annual meeting of shareholders, previously filed.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
- -------------------------------------------------------------
Reference is made to "Beneficial Ownership of Common Stock"
on page 16 of the registrant's Proxy Statement for the 1994 annual
meeting of shareholders, previously filed.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- --------------------------------------------------------
None.
12
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
- --------------------------------------------------------------------------
a. Certain documents filed as part of the Form 10-K:
(1) The following documents are incorporated by reference to the
indicated pages of the 1994 Annual Report to Shareholders,
filed as Exhibit 13 hereto.
Page(s) of
Annual Report
Item to Shareholders
--------------------------------------------- ---------------
Consolidated Statements of Earnings - years
ended July 30, 1994, July 31, 1993 and
August 1, 1992 35
Independent Auditors' Report 35
Consolidated Balance Sheets - as at July 30,
1994 and July 31, 1993 36
Consolidated Statements of Stockholders' Equity -
years ended July 30, 1994, July 31, 1993 and
August 1, 1992 37
Consolidated Statements of Cash Flows - years ended
July 30, 1994, July 31, 1993 and August 1, 1992 38
Notes to Consolidated Financial Statements 41-47
(2) The following schedules are filed herewith:
Schedule Page(s) of
Number Name of Schedule Form 10-K
------- -------------------------------------------- ----------
I Marketable securities - other investments 16
II Amounts receivable from related parties and
underwriters, promoters and employees other
than related parties 17-21
V Property, plant and equipment 22-23
VI Accumulated depreciation and amortization
of property, plant and equipment 24-25
VIII Valuation and qualifying accounts 26
IX Short-term borrowings 27
X Supplementary income statement information 28
Independent auditors' report on schedules 29
Schedules not listed above have been omitted wither because
they are not applicable or the required information is
shown in the financial statements or in the notes thereto.
13
(3) Exhibits filed herewith:
Page
Exhibit of 1994
Number Description of Exhibit Form 10-K
------- -------------------------------------- ---------
3(i) Restated Certificate of Incorporation of
the registrant as amended through
November 23, 1993 34- 49
3(ii) By-Laws as amended through July 11, 1994 50- 71
4 Note: The exhibits filed herewith do not
include the instruments with respect to
long-term debt of the registrant and its
subsidiaries, inasmuch as the total amount
of debt authorized under any such instru-
ment does not exceed 10% of the total assets
of the registrant and its subsidiaries on a
consolidated basis. The registrant agrees,
pursuant to Item 601(b) (4) (iii) of
Regulation S-K, that it will furnish a copy
of any such instrument to the Securities
and Exchange Commission upon request.
10.1*(a) Agreement made as of July 31, 1992 with
David B. Pall, filed as Exhibit 10.3 to the
registrant's Annual Report on Form 10-K for
the fiscal year ended August 1, 1992 (the
"1992 10-K").
10.2(a) Employment Agreement dated April 1, 1994 with
Eric Krasnoff. 72-90
10.3(a) Amendment dated July 11, 1994 to Employment
Agreement dated April 1, 1994 with Eric
Krasnoff. 91
10.4(a) Employment Agreement dated August 1, 1994
with Jeremy Hayward-Surry. 92-109
10.5*(a) Service Agreement dated March 17, 1992 with
Derek Thomas Donald Williams, filed as
Exhibit 10.21 to the 1992 10-K.
10.6*(a) Service Agreement dated March 17, 1992 with
Donald Guy Edward Nicholls, filed as
Exhibit 10.20 to the 1992 10-K.
* Incorporated herein by reference.
(a) Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c)
of Form 10-K.
14
Page
Exhibit of 1994
Number Description of Exhibit Form 10-K
------- -------------------------------------- ---------
10.7*(a) Service Agreement dated October 21, 1988
with Clifton Stanley Hutchings, filed as
Exhibit 10.17 to the registrant's Annual
Report on Form 10-K for the fiscal year
ended July 31, 1993 (the "1993 10-K").
10.8*(a) Service Agreement dated June 21, 1989
with Gerhard Friedrich Weich, filed as
Exhibit 10.18 to the 1993 10-K.
10.9*(a) Employment Agreement dated February 1, 1992
with Arnold Weiner, filed as Exhibit 10.32
to the 1992 10-K.
10.10*(a) Amendment dated July 19, 1993 to Employment
Agreement dated February 1, 1992 with
Arnold Weiner, filed as Exhibit 10.14 to the
1993 10-K.
10.11*(a) Employment Agreement dated February 1, 1992
with Samuel Wortham, filed as Exhibit 10.15
to the 1992 10-K.
10.12*(a) Amendment dated July 19, 1993 to Employment
Agreement dated February 1, 1992 with Samuel
Wortham, filed as Exhibit 10.4 to the 1993
10-K.
10.13(a) Employment Agreement dated August 1, 1994
with Peter Cope. 110-127
10.14(a) Employment Agreement dated August 1, 1994
with Robert Simkins. 128-145
10.15*(a) Employment Agreement dated February 1, 1992
with Peter Schwartzman, filed as Exhibit
10.33 to the 1992 10-K.
10.16*(a) Amendment dated July 19, 1993 to Employment
Agreement dated February 1, 1992 with Peter
Schwartzman, filed as Exhibit 10.16 to the
1993 10-K.
10.17(a) Employment Agreement dated September 26, 1994
with Donald B. Stevens. 146-163
10.18(a) Agreement dated April 1, 1994 with Nicholas
Nickolaus. 164-165
10.19(a) Agreement dated August 15, 1994 with Joseph
Campolong. 166-167
* Incorporated herein by reference.
(a) Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c)
of Form 10-K.
15
Page
Exhibit of 1994
Number Description of Exhibit Form 10-K
------- -------------------------------------- ---------
10.20(a) Pall Corporation Supplementary Profit-
Sharing Plan as amended and restated,
effective as of September 19, 1994. 168-175
10.21*(a) Pall Corporation Supplementary Pension Plan
as amended to February 26, 1993, filed as
Exhibit 10.20 to the 1993 10-K.
10.22(a) Pall Corporation Profit-Sharing Plan, as
amended and restated on September 19, 1994 176-236
10.23*(a) Pall Corporation 1993 Stock Option Plan,
filed as Exhibit 10.22 to the 1993 10-K.
10.24*(a) Pall Corporation 1991 Stock Option Plan,
filed as Exhibit 10.42 to the 1991 10-K.
10.25*(a) Pall Corporation 1988 Stock Option Plan,
as amended through October 8, 1991, filed
as Exhibit 10.32 to the 1991 10-K.
13 Annual Report to Shareholders for the year
ended July 30, 1994. 237-290
21 Subsidiaries of Pall Corporation. 291
23 Consent of Independent Auditors. 292
27 Financial Data Schedule (only filed
electronically).
* Incorporated herein by reference.
(a) Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c)
of Form 10-K.
b. Reports on Form 8-K:
The registrant filed no reports on Form 8-K during the three
months ended July 30, 1994.
16
Schedule I
PALL CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES - OTHER INVESTMENTS
JULY 30, 1994
Number of shares Amount at which
or units - principal shown in Balance
Name of amounts of bonds Sheet
Issuer and Title of Issue and notes
- ------------------------- -------------------- ----------------
Short-term Investments
- ----------------------
Bank Certificates of Deposit and $12,200,000 $ 12,200,000
Other Bank Time Deposits
Short-term paper - Repurchase 38,600,000 38,600,000
Agreements
----------------
Total $ 50,800,000(1)
================
Other Assets (Benefit Protection Trust)
- ----------------------------------------
U.S. Government Obligations $17,548,000 $ 17,304,000
Corporate and Other Bonds 7,579,000 7,342,000
----------------
Total $ 24,646,000(2)
================
(1) Amounts shown at cost as fair value is approximately equal to the carrying
value at year end.
(2) Amounts shown at fair value as it is lower than cost.
17
PALL CORPORATION AND SUBSIDIARIES Schedule II
AMOUNTS RECEIVABLE FROM RELATED PARTIES,
UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- --------- --------
Deductions Balance at end of period
---------- ------------------------
Name Balance at Amounts
of Beginning Amounts Written Not
Debtor of Period Additions Collected Off Current Current
- ------ --------- --------- --------- ------- ------- -------
Year ended
July 30, 1994
Joseph G. Adiletta $ -0- $ 208,000 $ -0- $ -0- $ -0- $ 208,000 (A)
Leonard Bensch 39,000 107,000 5,000 -0- -0- 141,000 (B)
Joseph Campolong 118,000 197,000 60,000 -0- -0- 255,000 (C)
John Farris 109,000 38,000 147,000 -0- -0- -0-
Robert Festa 75,000 63,000 -0- -0- -0- 138,000 (D)
Frank Garcia -0- 134,000 48,000 -0- -0- 86,000 (E)
Steven Greco 127,000 38,000 -0- -0- -0- 165,000 (F)
Charles Grimm 71,000 66,000 -0- -0- -0- 137,000 (G)
Tom Gsell 53,000 59,000 -0- -0- -0- 112,000 (H)
Richard Haas -0- 121,000 -0- -0- -0- 121,000 (I)
Maurice G. Hardy 153,000 -0- -0- -0- -0- 153,000 (J)
Jeremy Hayward-Surry 117,000 75,000 -0- -0- -0- 192,000 (K)
Patricia Iannucci 121,000 38,000 -0- -0- -0- 159,000 (L)
Richard Jenks 99,000 89,000 -0- -0- -0- 188,000 (M)
Hyman Katz 74,000 33,000 -0- -0- -0- 107,000 (N)
Erwin Kirnbauer 134,000 151,000 -0- -0- -0- 285,000 (0)
Eric Krasnoff -0- 298,000 -0- -0- -0- 298,000 (P)
Vlado Matkovich -0- 304,000 162,000 -0- -0- 142,000 (Q)
Nicholas Nickolaus 140,000 149,000 140,000 -0- -0- 149,000 (R)
David B. Pall -0- 169,000 -0- -0- -0- 169,000 (S)
Nicholas Renzi 273,000 -0- -0- -0- -0- 273,000 (T)
Robert Simkins 84,000 38,000 -0- -0- -0- 122,000 (U)
Stanley Wernick 376,000 -0- 97,000 -0- -0- 279,000 (V)
Derek Williams 66,000 64,000 -0- -0- -0- 130,000 (W)
Charles Wolowitz -0- 134,000 -0- -0- -0- 134,000 (X)
Samuel Wortham -0- 126,000 -0- -0- -0- 126,000 (Y)
---------- ---------- -------- ----- ----- ----------
Total $2,229,000 $2,699,000 $659,000 -0- -0- $4,269,000
========== ========== ======== ===== ===== ==========
18
NOTES 2
NOTES TO SCHEDULE II
--------------------
A Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$99,000 loan secured by 10,000 shares, and
$109,000 loan secured by 12,500 shares.
B Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$34,000 loan secured by 3,333 shares,
$61,000 loan secured by 6,000 shares, and
$46,000 loan secured by 5,666 shares.
C Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$58,000 loan secured by 5,846 shares, and
$197,000 loan secured by 24,154 shares.
D Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$75,000 loan secured by 7,500 shares, and
$63,000 loan secured by 7,500 shares.
E Represents an $86,000 non-interest bearing stock option loan
payable on demand, secured by 8,500 shares of Pall Corporation
common stock.
F Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$76,000 loan secured by 7,500 shares,
$38,000 loan secured by 3,749 shares, and
$38,000 loan secured by 3,750 shares.
Also includes a $13,000 9.22% stock option loan secured by 3,000
shares of Pall Corporation common stock, which loan is payable in
January 1995.
G Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$41,000 loan secured by 4,000 shares,
$30,000 loan secured by 3,000 shares, and
$66,000 loan secured by 8,000 shares.
H Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$53,000 loan secured by 6,000 shares, and
$59,000 loan secured by 6,000 shares.
I Represents non-interest bearing stock option loan payable on demand
and secured by 15,000 shares of Pall Corporation common stock.
J Represents non-interest bearing stock option loan payable on demand
and secured by 20,000 shares of Pall Corporation common stock.
K Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$98,000 loan secured by 10,000 shares,
$19,000 loan secured by 7,500 shares, and
$75,000 loan secured by 7,500 shares.
L Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$76,000 loan secured by 7,500 shares,
$38,000 loan secured by 3,749 shares, and
$38,000 loan secured by 3,750 shares.
Also includes a $7,000 9.08% stock option loan secured by 1,500
shares of Pall Corporation common stock, which was paid in full
in September 1994.
19
M Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$99,000 loan secured by 12,000 shares, and
$89,000 loan secured by 10,500 shares.
N Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$38,000 loan secured by 3,733 shares,
$36,000 loan secured by 3,766 shares, and
$33,000 loan secured by 3,750 shares.
O Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$134,000 loan secured by 15,000 shares, and
$151,000 loan secured by 15,000 shares.
P Represents non-interest bearing stock option loan payable on demand
and secured by 30,000 shares of Pall Corporation common stock.
Q Represents non-interest bearing stock option loan payable on demand
and secured by 14,000 shares of Pall Corporation common stock.
R Represents non-interest bearing stock option loan payable on demand
and secured by 15,000 shares of Pall Corporation common stock.
S Represents non-interest bearing stock option loan payable on demand
and secured by 16,666 shares of Pall Corporation common stock.
T Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$122,000 loan secured by 12,000 shares,
$76,000 loan secured by 7,500 shares, and
$75,000 loan secured by 7,500 shares.
U Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$46,000 loan secured by 4,700 shares,
$38,000 loan secured by 3,749 shares, and
$38,000 loan secured by 3,750 shares.
V Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$131,000 loan secured by 13,292 shares,
$96,000 loan secured by 7,407 shares, and
$52,000 loan secured by 3,843 shares.
W Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$66,000 loan secured by 6,666 shares, and
$64,000 loan secured by 7,500 shares.
X Represents non-interest bearing stock option loans payable on demand
and secured by shares of Pall Corporation common stock:
$50,000 loan secured by 5,000 shares, and
$84,000 loan secured by 10,000 shares.
Y Represents non-interest bearing stock option loan payable on demand
and secured by 15,000 shares of Pall Corporation common stock.
All number of shares shown above reflect the 3-for-2 stock split
declared by the Board on November 22, 1991, and the 4-for-3 stock
split declared by the Board on November 20, 1992.
20
SCHEDULE II
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
Deductions Balance at end of period
---------- ------------------------
Name Balance at Amounts
of Beginning Amounts Written Not
Debtor of Period Additions Collected Off Current Current
- ------ ---------- --------- --------- ------- ------- -------
Year ended
July 31, 1993
Howard Abrams $ 197,000 $ -0- $ 113,000 $-0- $-0- $ 84,000
Joseph Campolong 110,000 58,000 50,000 -0- -0- 118,000
Peter Degen 73,000 -0- 73,000 -0- -0- -0-
John Farris 71,000 38,000 -0- -0- -0- 109,000
Steven Greco 89,000 38,000 -0- -0- -0- 127,000
Charles Grimm 95,000 30,000 54,000 -0- -0- 71,000
Maurice G. Hardy 153,000 -0- -0- -0- -0- 153,000
Jeremy Hayward-Surry 174,000 -0- 57,000 -0- -0- 117,000
Hyman Katz 72,000 36,000 34,000 -0- -0- 74,000
Patricia Iannucci 121,000 -0- -0- -0- -0- 121,000
Erwin Kirnbauer 164,000 134,000 164,000 -0- -0- 134,000
Abraham Krasnoff 507,000 -0- 507,000 -0- -0- -0-
Nicholas Nickolaus 140,000 -0- -0- -0- -0- 140,000
Nicholas Renzi 122,000 151,000 -0- -0- -0- 273,000
Stanley Wernick 376,000 -0- -0- -0- -0- 376,000
---------- -------- ---------- ---- ---- ----------
TOTAL $2,464,000 $485,000 $1,052,000 $-0- $-0- $1,897,000
========== ======== ========== ==== ==== ==========
21
SCHEDULE II
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
Deductions Balance at end of period
---------- ------------------------
Name Balance at Amounts
of Beginning Amounts Written Not
Debtor of Period Additions Collected Off Current Current
- ------ ---------- --------- --------- ------- ------- -------
Year ended
August 1, 1992
Howard Abrams $ 7,000 $ 197,000 $ 7,000 $-0- $-0- $ 197,000
Joseph Campolong 110,000 -0- -0- -0- -0- 110,000
Peter Degen 53,000 146,000 126,000 -0- -0- 73,000
Maurice G. Hardy 678,000 -0- 525,000 -0- -0- 153,000
Jeremy Hayward-Surry 98,000 76,000 -0- -0- -0- 174,000
Patricia Iannucci 21,000 114,000 14,000 -0- -0- 121,000
Mark Kachur 164,000 -0- 164,000 -0- -0- -0-
Erwin Kirnbauer 164,000 -0- -0- -0- -0- 164,000
Abraham Krasnoff 307,000 200,000 -0- -0- -0- 507,000
Nicholas Nickolaus -0- 140,000 -0- -0- -0- 140,000
Nicholas Renzi -0- 152,000 30,000 -0- -0- 122,000
Arnold Weiner 72,000 -0- 72,000 -0- -0- -0-
Stanley Wernick 295,000 148,000 67,000 -0- -0- 376,000
---------- ---------- ---------- ---- ---- ----------
TOTAL $1,969,000 $1,173,000 $1,005,000 $-0- $-0- $2,137,000
========== ========== ========== ==== ==== ==========
22
Schedule V
PALL CORPORATION AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
YEAR ENDED JULY 30, 1994
BALANCE AT ADDITIONS RETIREMENTS/ OTHER CHANGES BALANCE AT
7/31/93 AT COST SALES/ WRITE OFFS ADD (DEDUCT) 7/30/94
(A) (A) (B)
LAND $ 24,716,000 $ $ $ 310,000 $ 25,026,000
BUILDINGS AND IMPROVEMENTS 196,238,000 31,956,000 (321,000) 3,469,000 231,342,000
MACHINERY AND EQUIPMENT 271,829,000 34,532,000 (2,341,000) 4,389,000 308,409,000
FURNITURE AND FIXTURES 39,131,000 3,962,000 (981,000) 2,103,000 44,215,000
TRANSPORTATION EQUIPMENT 12,088,000 2,904,000 (2,973,000) (382,000) 11,637,000
--------------- -------------- -------------- -------------- --------------
$ 544,002,000 $ 73,354,000 $ (6,616,000) $ 9,889,000 $ 620,629,000
=============== ============== ============== ============== ==============
NOTES:
(A) FOREIGN SUBSIDIARY ADDITIONS AND RETIREMENTS/ SALES/ WRITE OFFS ARE
TRANSLATED AT WEIGHTED AVERAGE EXCHANGE RATES.
(B) REFLECTS THE EFFECT ON CONSOLIDATED PROPERTY, PLANT AND EQUIPMENT OF
CHANGES IN THE EXCHANGE RATES USED TO TRANSLATE FOREIGN CURRENCY
FIXED ASSETS BETWEEN THE RESPECTIVE BALANCE SHEET DATES.
23
Schedule V
PALL CORPORATION AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED JULY 31, 1993 AND AUGUST 1, 1992
BALANCE AT ADDITIONS RETIREMENTS OTHER CHANGES BALANCE AT
8/1/92 AT COST OR SALES ADD (DEDUCT) 7/31/93
YEAR ENDED JULY 31,1993 (A) (A) (B)
LAND $ 24,370,000 $ $ $ 346,000 $ 24,716,000
BUILDINGS AND IMPROVEMENTS 188,039,000 24,149,000 (5,139,000) (10,811,000) 196,238,000
MACHINERY AND EQUIPMENT 292,125,000 32,565,000 (34,944,000) (17,917,000) 271,829,000
FURNITURE AND FIXTURES 41,903,000 3,252,000 (1,693,000) (4,331,000) 39,131,000
TRANSPORTATION EQUIPMENT 14,667,000 2,616,000 (2,612,000) (2,583,000) 12,088,000
------------- ------------- -------------- -------------- -------------
$ 561,104,000 $ 62,582,000 $ (44,388,000) $ (35,296,000) $ 544,002,000
============= ============= ============== ============== =============
BALANCE AT ADDITIONS RETIREMENTS OTHER CHANGES BALANCE AT
8/3/91 AT COST OR SALES ADD (DEDUCT) 8/1/92
YEAR ENDED AUGUST 1, 1992 (A) (A) (B)
LAND $ 23,689,000 $ $ $ 681,000 $ 24,370,000
BUILDINGS AND IMPROVEMENTS 163,687,000 13,321,000 (418,000) 11,449,000 188,039,000
MACHINERY AND EQUIPMENT 255,031,000 34,107,000 (5,200,000) 8,187.000 292,125,000
FURNITURE AND FIXTURES 34,255,000 4,665,000 (816,000) 3,799,000 41,903.000
TRANSPORTATION EQUIPMENT 12,787,000 4,081.000 (3,803,000) 1,602,000 14,667,000
------------- ------------- -------------- -------------- --------------
$ 489,449,000 $ 56,174,000 $ (10,237,000) $ 25,718,000 $ 561,104,000
============= ============= ============== ============== ==============
NOTES:
(A) FOREIGN SUBSIDIARY ADDITIONS AND RETIREMENTS ARE TRANSLATED AT WEIGHTED
AVERAGE EXCHANGE RATES.
(B) PREDOMINANTLY DUE TO THE EFFECT ON CONSOLIDATED PROPERTY, PLANT AND
EQUIPMENT OF CHANGES IN THE EXCHANGE RATES USED TO TRANSLATE FOREIGN
CURRENCY FIXED ASSETS BETWEEN THE RESPECTIVE BALANCE SHEET DATES.
24
Schedule VI
PALL CORPORATION AND SUBSIDIARIES
ACCUMULATED DEPRECIATION AND AMORTIZATION OF
PROPERTY, PLANT AND EQUIPMENT
YEAR ENDED JULY 30,1994
BALANCE AT ADDITIONS RETIREMENTS/ OTHER CHANGES BALANCE AT
7/31/93 AT COST SALES/ WRITE OFFS ADD (DEDUCT) 7/30/94
(A) (A) (B)
BUILDINGS AND IMPROVEMENTS $ 36,239,000 $ 5,239,000 $ (242,000) $ 665,000 $ 41,901,000
MACHINERY AND EQUIPMENT 120,011,000 25,723,000 (1,229,000) 2,857,000 147,362,000
FURNITURE AND FIXTURES 22,972,000 3,818,000 (550,000) 1,021,000 27,261,000
TRANSPORTATION EQUIPMENT 7,160,000 2,024,000 (2,246,000) (450,000) 6,488,000
-------------- --------------- -------------- ------------- --------------
$ 186,382,000 $ 36,804,000 $ (4,267,000) $ 4,093,000 $ 223,012,000
============== =============== ============== ============= ==============
NOTES:
(A) FOREIGN SUBSIDIARY ADDITIONS AND RETIREMENTS/ SALES/ WRITE OFFS ARE
TRANSLATED AT WEIGHTED AVERAGE EXCHANGE RATES.
(B) REFLECTS THE EFFECT ON CONSOLIDATED ACCUMULATED DEPRECIATION AND
AMORTIZATION OF CHANGES IN THE EXCHANGE RATES USED TO TRANSLATE FOREIGN
CURRENCY AMOUNTS BETWEEN THE RESPECTIVE BALANCE SHEET DATES.
25
Schedule VI
PALL CORPORATION AND SUBSIDIARIES
ACCUMULATED DEPRECIATION AND AMORTIZATION OF
PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED JULY 31, 1993 AND AUGUST 1, 1992
BALANCE AT ADDITIONS RETIREMENTS OTHER CHANGES BALANCE AT
8/1/92 AT COST OR SALES ADD (DEDUCT) 7/31/93
YEAR ENDED JULY 31, 1993 (A) (A) (B)
BUILDINGS AND IMPROVEMENTS $ 35,148,000 $ 5,025,000 $ (2,492,000) $ (1,442,000) $ 36,239,000
MACHINERY AND EQUIPMENT 128,161,000 24,208,000 (24,128,000) (8,230,000) 120,011,000
FURNITURE AND FIXTURES 23,695,000 3,560,000 (1,319,000) (2,964,000) 22,972,000
TRANSPORTATION EQUIPMENT 8,037,000 2,395,000 (1,858,000) (1,414,000) 7,160,000
-------------- -------------- ---------------- ---------------- --------------
$ 195,041,000 $ 35,188,000 $ (29,797,000) $ (14,050,000) $ 186,382,000
============== ============== ================ ================ ==============
BALANCE AT ADDITIONS RETIREMENTS OTHER CHANGES BALANCE AT
8/3/91 AT COST OR SALES ADD (DEDUCT) 8/1/92
YEAR ENDED AUGUST 1, 1992 (A) (A) (B)
BUILDINGS AND IMPROVEMENTS $ 29,869,000 $ 4,450,000 $ (233,000) $ 1,062,000 $ 35,148,000
MACHINERY AND EQUIPMENT 102,533,000 23,606,000 (2,202,000) 4,224,000 128,161,000
FURNITURE AND FIXTURES 18,348,000 3,502,000 (273,000) 2,118,000 23,695,000
TRANSPORTATION EQUIPMENT 6,866,000 2,802,000 (2,463,000) 832,000 8,037,000
-------------- -------------- ---------------- ---------------- --------------
$ 157,616,000 $ 34,360,000 $ (5,171,000) $ 8,236,000 $ 195,041,000
============== ============== ================ ================ ==============
NOTES:
(A) FOREIGN SUBSIDIARY ADDITIONS AND RETIREMENTS ARE TRANSLATED AT WEIGHTED
AVERAGE EXCHANGE RATES.
(B) PREDOMINANTLY DUE TO THE EFFECT ON CONSOLIDATED ACCUMULATED DEPRECIATION
AND AMORTIZATION OF CHANGES IN THE EXCHANGE RATES USED TO TRANSLATE
FOREIGN CURRENCY FIXED ASSETS BETWEEN THE RESPECTIVE BALANCE SHEET DATES.
26
Schedule VIII
PALL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JULY 30, 1994,
JULY 31, 1993 AND AUGUST 1, 1992
Balance at Charged to Write-off of Balance
Beginning Costs and Uncollectible at End
Description of Year Expenses Accounts of Year
----------- ----------- ----------- ------------- --------
Year ended July 3O, 1994:
Allowance for doubtful
accounts $ 3,368,000 $ 2,852,000 $ 1,444,000 $ 4,776,000
Year ended July 31, 1993:
Allowance for doubtful
accounts $ 3,537,000 $ 1,048,000 $ 1,217,000 $ 3,368,000
Year ended August 1, 1992:
Allowance for doubtful
accounts $ 3,878,000 $ 1,013,000 $ 1,354,000 $ 3,537,000
27
Schedule IX
PALL CORPORATION AND SUBSIDIARIES
SHORT-TERM BORROWINGS
YEARS ENDED JULY 30, 1994
JULY 31, 1993 AND AUGUST 1, 1992
Category of Balance at Weighted Maximum Average Amount Weighted Average
Aggregate Short Year End Average Outstanding Outstanding Interest Rate
Term Borrowings Interest During Year During Year During Year
Rate at
Year End
---------------------------------------------------------------------------------------------------------------
Year ended
July 30, 1994 Bank Loans $ 112,034,000 4.2% $ 167,234,000 $ 132,252,000 3.5%
Year ended
July 31, 1993 Bank Loans $ 125,054,000 3.3% $ 131,506,000 $ 112,950,000 3.8%
Year ended
August 1, 1992 Bank Loans $ 111,291,000 4.0% $ 120,927,000 $ 87,984,000 5.3%
28
Schedule X
PALL CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED JULY 30, 1994, JULY 31, 1993, AND AUGUST 1, 1992
ITEM CHARGED TO COSTS AND EXPENSES
- ------- ----------------------------------
1994 1993 1992
----------- ----------- -----------
MAINTENANCE AND REPAIRS $14,119,000 $13,674,000 $13,018,000
ADVERTISING 7,955,000 7,859,000 7,728,000
Amounts for taxes, other than payroll and income taxes, royalties and
amortization of intangibles do not exceed one percent of sales.
29
[KPMG PEAT MARKWICK LETTERHEAD]
-29-
Independent Auditors' Report on Schedules
-----------------------------------------
The Board of Directors
Pall Corporation:
Under date of September 7, 1994, we reported on the consolidated balance
sheets of Pall Corporation and subsidiaries as of July 30, 1994 and July 31,
1993, and the related consolidated statements of earnings, stockholders'
equity and cash flows for each of the years in the three-year period ended
July 30, 1994, as contained in the Company's fiscal 1994 annual report to
stockholders. These consolidated financial statements and our report thereon
are incorporated by reference in the Company's annual report on Form 10-K for
fiscal year 1994. In connection with our audits of the aforementioned
consolidated financial statements, we also have audited the related financial
statement schedules as listed in the accompanying index. These financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statement schedules
based on our audits.
In our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.
As discussed in the Income Taxes note to the consolidated financial statements,
the Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" on a prospective basis in fiscal year 1992.
/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG PEAT MARWICK LLP
Jericho, New York
September 7, 1994
30
Pursuant to the requirements of Section 13 or 15(d) 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 authorised.
/s/ Jeremy Hayward-Surry
-------------------------
PALL CORPORATION
By: Jeremy Hayward-Surry
President and Treasurer
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant, and in the capacities and on the dates indicated.
/s/ Eric Krasnoff
- ------------------ Chairman of the Board and October 21, 1994
Eric Krasnoff Chief Executive Officer
/s/ Jeremy Hayward-
Surry
- ------------------ President and Treasurer - Chief October 21, 1994
Jeremy Hayward- Financial Officer and Director
Surry
/s/ Peter Schwartzman
- ---------------------- Chief Accountant (Chief October 21, 1994
Peter Schwartzman Accounting Officer)
/s/ Abraham Appel
- ------------------ Director October 21, 1994
Abraham Appel
/s/ Abraham Krasnoff
- --------------------- Director October 21, 1994
Abraham Krasnoff
/s/ David B. Pall
- ------------------ Director October 21, 1994
David B. Pall
- ------------------ Director October 21, 1994
Henry Petronis
/s/ Chesterfield F. Seibert
- ---------------------------- Director October 21, 1994
Chesterfield F. Seibert
/s/ Heywood Shelley
- -------------------- Director October 21, 1994
Heywood Shelley
/s/ James D. Watson
- -------------------- Director October 21, 1994
James D. Watson
31
EXHIBIT INDEX
*************
Page
Exhibit of 1994
Number Description of Exhibit Form 10-K
------- -------------------------------------- ---------
3(i) Restated Certificate of Incorporation of
the registrant as amended through
November 23, 1993 34- 49
3(ii) By-Laws as amended through July 11, 1994 50- 71
4 Note: The exhibits filed herewith do not
include the instruments with respect to
long-term debt of the registrant and its
subsidiaries, inasmuch as the total amount
of debt authorized under any such instru-
ment does not exceed 10% of the total assets
of the registrant and its subsidiaries on a
consolidated basis. The registrant agrees,
pursuant to Item 601(b) (4) (iii) of
Regulation S-K, that it will furnish a copy
of any such instrument to the Securities
and Exchange Commission upon request.
10.1*(a) Agreement made as of July 31, 1992 with
David B. Pall, filed as Exhibit 10.3 to the
registrant's Annual Report on Form 10-K for
the fiscal year ended August 1, 1992 (the
"1992 10-K").
10.2(a) Employment Agreement dated April 1, 1994 with
Eric Krasnoff. 72- 90
10.3(a) Amendment dated July 11, 1994 to Employment
Agreement dated April 1, 1994 with Eric
Krasnoff. 91
10.4(a) Employment Agreement dated August 1, 1994
with Jeremy Hayward-Surry. 92-109
10.5*(a) Service Agreement dated March 17, 1992 with
Derek Thomas Donald Williams, filed as
Exhibit 10.21 to the 1992 10-K.
10.6*(a) Service Agreement dated March 17, 1992 with
Donald Guy Edward Nicholls, filed as
Exhibit 10.20 to the 1992 10-K.
* Incorporated herein by reference.
(a) Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c)
of Form 10-K.
32
Page
Exhibit of 1994
Number Description of Exhibit Form 10-K
------- -------------------------------------- ---------
10.7*(a) Service Agreement dated October 21, 1988
with Clifton Stanley Hutchings, filed as
Exhibit 10.17 to the registrant's Annual
Report on Form 10-K for the fiscal year
ended July 31, 1993 (the "1993 10-K").
10.8*(a) Service Agreement dated June 21, 1989
with Gerhard Friedrich Weich, filed as
Exhibit 10.18 to the 1993 10-K.
10.9*(a) Employment Agreement dated February 1, 1992
with Arnold Weiner, filed as Exhibit 10.32
to the 1992 10-K.
10.10*(a) Amendment dated July 19, 1993 to Employment
Agreement dated February 1, 1992 with
Arnold Weiner, filed as Exhibit 10.14 to the
1993 10-K.
10.11*(a) Employment Agreement dated February 1, 1992
with Samuel Wortham, filed as Exhibit 10.15
to the 1992 10-K.
10.12*(a) Amendment dated July 19, 1993 to Employment
Agreement dated February 1, 1992 with Samuel
Wortham, filed as Exhibit 10.4 to the 1993
10-K.
10.13(a) Employment Agreement dated August 1, 1994
with Peter Cope. 110-127
10.14(a) Employment Agreement dated August 1, 1994
with Robert Simkins. 128-145
10.15*(a) Employment Agreement dated February 1, 1992
with Peter Schwartzman, filed as Exhibit
10.33 to the 1992 10-K.
10.16*(a) Amendment dated July 19, 1993 to Employment
Agreement dated February 1, 1992 with Peter
Schwartzman, filed as Exhibit 10.16 to the
1993 10-K.
10.17(a) Employment Agreement dated September 26, 1994
with Donald B. Stevens. 146-163
10.18(a) Agreement dated April 1, 1994 with Nicholas
Nickolaus. 164-165
10.19(a) Agreement dated August 15, 1994 with Joseph
Campolong. 166-167
* Incorporated herein by reference.
(a) Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c)
of Form 10-K.
33
Page
Exhibit of 1994
Number Description of Exhibit Form 10-K
------- -------------------------------------- ---------
10.20(a) Pall Corporation Supplementary Profit-
Sharing Plan as amended and restated,
effective as of September 19, 1994. 168-175
10.21*(a) Pall Corporation Supplementary Pension Plan
as amended to February 26, 1993, filed as
Exhibit 10.20 to the 1993 10-K.
10.22(a) Pall Corporation Profit-Sharing Plan, as
amended and restated on September 19, 1994 176-236
10.23*(a) Pall Corporation 1993 Stock Option Plan,
filed as Exhibit 10.22 to the 1993 10-K.
10.24*(a) Pall Corporation 1991 Stock Option Plan,
filed as Exhibit 10.42 to the 1991 10-K.
10.25*(a) Pall Corporation 1988 Stock Option Plan,
as amended through October 8, 1991, filed
as Exhibit 10.32 to the 1991 10-K.
13 Annual Report to Shareholders for the year
ended July 30, 1994. 237-290
21 Subsidiaries of Pall Corporation. 291
23 Consent of Independent Auditors. 292
27 Financial Data Schedule (only filed
electronically).
* Incorporated herein by reference.
(a) Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c)
of Form 10-K.