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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 29, 1995
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 $2,403,364,000, based upon the closing price on October 2, 1995.
The number of common shares, $.10 par value outstanding of the registrant was
114,443,187 shares on October 2, 1995.
Total number of pages - 179 Exhibit index located on page 18
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the proxy statement for the 1995 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 29, 1995
are incorporated by reference into items 1, 5, 7 and 8.
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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 and
separations 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 and separations products and of their sale in a wide variety of
markets.
(b) Financial information about industry segments.
Reference is made to page 33 of the registrant's 1995 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 1995 Annual Report to
Shareholders, which are incorporated herein by reference:
Biomedical - pages 18 and 19.
BioSupport - pages 20 and 21.
Pharmaceutical, Biologicals and Bioprocessing - pages 22 and 23.
Bioseparations - pages 24 and 25.
Sales of Health Care products in fiscal 1995 were $396,907,000 or 48% 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.
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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 1995 Annual Report to
Shareholders, which are incorporated herein by reference:
Industrial Hydraulics - pages 14 and 15.
Aerospace - pages 16 and 17.
Sales in fiscal 1995 were $212,796,000 or 26% of total sales. Backlog at
July 29, 1995 was $61,456,000, a 27% increase from the prior year backlog of
$48,448,000. The backlog at July 29, 1995 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 1995 Annual Report to
Shareholders, which are incorporated herein by reference:
Microelectronics - pages 6 and 7.
Industrial Processing Group - pages 8 and 9.
Hydrocarbon Processing, Chemical and Polymer - pages 10 and 11.
Pall Advanced Separations Systems - pages 12 and 13.
Sales in this market in fiscal 1995 were $213,120,000 or 26% 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.
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(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 $45,142,000 in 1995,
$41,283,000 in 1994 and $40,036,000 in 1993.
(b) There was no one customer to whom sales were made totalling 10% or more
of consolidated sales in fiscal 1995, 1994 or 1993.
(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 29, 1995, the Company employed approximately 6,500 persons.
(d) Financial information about foreign and domestic operations
and export sales.
Reference is made to page 34 of the registrant's 1995 Annual Report to
Shareholders.
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ITEM 2. PROPERTIES.
Size
(square
Location Type Industry Segment feet)
- ------------------ ------------------- ------------------- -------
OWNED:
Glen Cove, NY Office & laboratory Research Center 65,000
East Hills, NY Office, plant & Executive Office & 317,000
warehouse All Segments
Pt. Washington, NY Office, laboratory All 215,000
& training center
Hauppauge, NY Plant & office Health Care & Fluid 75,000
Processing
Cortland, NY Plants Health Care & Fluid 346,000
Processing
Putnam, CT Plant All 62,000
Pinellas Park, FL Plant Aeropower 152,000
Ft. Myers, FL Plant Aeropower 111,000
New Port Richey, Plant Aeropower 160,000
FL
Fajardo, Puerto Plants Health Care & Fluid 259,000
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 106,000
Processing
Frankfurt, Office & warehouse All 72,000
Germany
Paris, France Office & warehouse All 65,000
Limay, France Warehouse All 23,000
Tsukuba, Japan Plant & laboratory All 78,000
LEASED:
Pt. Washington, NY Laboratory All 19,000
Northborough, MA Plant Health Care & Fluid 35,000
Processing
Toronto, Office & warehouse Health Care & Fluid 12,000
Canada Processing
Frankfurt, Germany Office & warehouse All 46,000
Milan, Italy Office & warehouses All 62,000
Vienna, Austria Office & warehouse All 13,000
Muttenz, Office & warehouse All 7,000
Switzerland
Madrid, Spain Office & warehouse All 28,000
Warsaw, Poland Office All 4,000
Tokyo, Japan Offices All 33,000
Singapore Office & warehouse All 17,000
Seoul, South Korea Office All 7,000
Beijing, China Office & warehouse All 9,000
Melbourne & Sydney, Office, warehouse All 14,000
Australia & laboratory
Hong Kong Office All 2,000
In the opinion of management, these premises are suitable and adequate to meet
the Company's requirements.
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ITEM 3. LEGAL PROCEEDINGS.
There are no material legal proceedings pending to which the Company or any
of its subsidiaries is a party.
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 1995.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS.
Reference is made to page 43 of the registrant's 1995 Annual Report to
shareholders.
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ITEM 6. SELECTED FINANCIAL DATA.
(In thousands, except per share data)
For the Years Ended
---------------------------------------------------
July 29, July 30, July 31, Aug. 1, Aug. 3,
1995(a) 1994(b) 1993(c) 1992(d) 1991
---------- -------- -------- -------- ---------
Results of operations:
Net sales $ 822,823 $700,848 $687,222 $685,068 $656,979
Net earnings 118,436 98,922 78,312 92,708 79,921
Earnings per share 1.03 .86 .68 .79 .69
Cash dividends per share .41 .36 .31 .26 .21
Financial position:
Total assets 1,074,922 959,579 902,273 912,876 786,654
Long-term debt 68,814 54,097 24,540 59,003 51,605
(a) Fiscal 1995 includes a charge of $780 after income taxes ($1,200
pre-tax, 1 cent per share) reflecting the initial effect of the
adoption of Financial Accounting Standards Board Statement
No. 112 (Employers' Accounting for Postemployment Benefits).
(b) 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.
(c) 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.
(d) 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).
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Reference is made to pages 27 and 28 of the registrant's 1995 Annual Report
to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Reference is made to pages 29 to 32 and 35 to 43 of the registrant's 1995
Annual Report to Shareholders.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
None.
9
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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 1995 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 1995 Position Held Began
- ---------------- ------- -------------------------- -------
Eric Krasnoff* 43 Chairman and Chief 1986
Executive Officer
Jeremy Hayward-Surry* 52 President and Treasurer - 1989
Chief Financial Officer
Derek T.D. Williams 63 Executive Vice President 1985
and Chief Operating Officer
Donald G.E. Nicholls 60 Executive Vice President 1985
Clifton S. Hutchings 57 Group Vice President 1993
Gerhard Weich 59 Group Vice President 1993
Arnold Weiner 58 Group Vice President 1986
Samuel T. Wortham 48 Group Vice President 1990
Peter S. Cope 41 Senior Vice President 1994
Robert J. Festa 61 Senior Vice President 1991
Akio Satake 58 Senior Vice President 1995
Robert Simkins 51 Senior Vice President 1994
Donald B. Stevens 50 Senior Vice President 1994
Peter Schwartzman 58 Secretary 1972
* Member of the Executive Committee of the Board of Directors.
None of the persons listed above is related.
Messrs. Krasnoff, Hayward-Surry and Williams are directors
of Pall Corporation.
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 proceedings required
to be disclosed by Item 401(f) of Regulation S-K, during the past five years.
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ITEM 11. EXECUTIVE COMPENSATION.
Reference is made to "Compensation and Other Benefits of Senior Management"
on page 4 of the registrant's Proxy Statement for the 1995 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 21 of the
registrant's Proxy Statement for the 1995 annual meeting of shareholders,
previously filed.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
Disclosure of information relating to delinquent filers required by Item 405
of Regulation S-K is set forth on page 22 of the registrant's Proxy Statement
for the 1995 annual meeting of shareholders, previously filed, and is
incorporated herein by reference.
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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 1995 Annual Report to Shareholders, filed as Exhibit 13
hereto.
Page(s) of
Annual Report
Item to Shareholders
----------------------------------------------------- ---------------
Consolidated Statements of Earnings - years
ended July 29, 1995, July 30, 1994 and
July 31, 1993 29
Independent Auditors' Report 29
Consolidated Balance Sheets - as at July 29,
1995 and July 30, 1994 30
Consolidated Statements of Stockholders' Equity -
years ended July 29, 1995, July 30, 1994 and
July 31, 1993 31
Consolidated Statements of Cash Flows - years ended
July 29, 1995, July 30, 1994 and July 31, 1993 32
Notes to Consolidated Financial Statements 35-43
(2) The following schedules are filed herewith:
Schedule Page(s) of
Number Name of Schedule Form 10-K
------- ----------------------------------------- ----------
II Valuation and qualifying accounts 15
Independent auditors' report on schedules 16
Schedules not listed above have been omitted either because they are
not applicable or the required information is shown in the financial
statements or in the notes thereto.
12
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(3) Exhibits filed herewith:
Page
Exhibit of 1995
Number Description of Exhibit Form 10-K
------- ---------------------------------------- ---------
3(i)* Restated Certificate of Incorporation of
the registrant as amended through
November 23, 1993, filed as Exhibit 3(i)
to the Registrant's Annual Report on
Form 10-K for the fiscal year ended July
30, 1994 (the "1994 10-K").
3(ii) By-Laws as amended on April 18, 1995. 21- 42
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) Agreement made as of March 17, 1995 with
David B. Pall. 43- 45
10.3*(a) Employment Agreement dated April 1, 1994 with
Eric Krasnoff, filed as Exhibit 10.2 to the
1994 10-K.
10.4*(a) Amendment dated July 11, 1994 to Employment
Agreement dated April 1, 1994 with Eric
Krasnoff, filed as Exhibit 10.3 to the 1994
10-K.
10.5*(a) Employment Agreement dated August 1, 1994
with Jeremy Hayward-Surry, filed as Exhibit
10.4 to the 1994 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.
13
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Page
Exhibit of 1995
Number Description of Exhibit Form 10-K
------- ---------------------------------------- ---------
10.6*(a) Service Agreement dated March 17, 1992 with
Derek Thomas Donald Williams, filed as
Exhibit 10.21 to the 1992 10-K.
10.7*(a) Service Agreement dated March 17, 1992 with
Donald Guy Edward Nicholls, filed as
Exhibit 10.20 to the 1992 10-K.
10.8*(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").
10.9*(a) Service Agreement dated June 21, 1989
with Gerhard Friedrich Weich, filed as
Exhibit 10.18 to the 1993 10-K.
10.10*(a) Employment Agreement dated February 1, 1992
with Arnold Weiner, filed as Exhibit 10.32
to the 1992 10-K.
10.11*(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.
10.12*(a) Employment Agreement dated February 1, 1992
with Samuel Wortham, filed as Exhibit 10.15
to the 1992 10-K.
10.13*(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.
10.14*(a) Employment Agreement dated August 1, 1994
with Peter Cope, filed as Exhibit 10.13 to
the 1994 10-K.
10.15*(a) Employment Agreement dated August 1, 1994
with Robert Simkins, filed as Exhibit 10.14
to the 1994 10-K.
10.16*(a) Employment Agreement dated February 1, 1992
with Peter Schwartzman, filed as Exhibit
10.33 to the 1992 10-K.
10.17*(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.
* 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
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Page
Exhibit of 1995
Number Description of Exhibit Form 10-K
------- ---------------------------------------- ---------
10.18*(a) Employment Agreement dated September 26,
1994 with Donald B. Stevens, filed as
Exhibit 10.17 to the 1994 10-K.
10.19*(a) Pall Corporation Supplementary Profit-
Sharing Plan as amended and restated,
effective as of August 1, 1993, filed as
Exhibit 10.20 to the 1994 10-K.
10.20(a) Pall Corporation Supplementary Pension Plan
As Amended and Restated Effective August 1,
1995. 46- 73
10.21*(a) Pall Corporation Profit-Sharing Plan, as
amended and restated on September 19, 1994,
filed as Exhibit 10.22 to the 1994 10-K.
10.22*(a) Pall Corporation 1993 Stock Option Plan,
filed as Exhibit 10.22 to the 1993 10-K.
10.23*(a) Pall Corporation 1991 Stock Option Plan,
filed as Exhibit 10.42 to the 1991 10-K.
10.24*(a) Pall Corporation 1988 Stock Option Plan,
as amended through October 8, 1991, filed
as Exhibit 10.32 to the 1991 10-K.
10.25(a) Principal Rules of the Pall Supplementary
Pension Scheme 74-125
13 Annual Report to Shareholders for the year
ended July 29, 1995. 126-177
21 Subsidiaries of Pall Corporation. 178
23 Consent of Independent Auditors. 179
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 29, 1995.
15
SCHEDULE II
PALL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JULY 29, 1995,
JULY 30, 1994 AND JULY 31, 1993
Balance at Charged to Write-off of Balance
Beginning Costs and Uncollectible at End
Description of Year Expenses Accounts of Year
----------- ---------- ---------- ------------- -------
Year ended July 29, 1995:
Allowance for doubtful
accounts $4,776,000 $ 999,000 $ 767,000 $5,008,000
Year ended July 30, 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
16
[KPMG PEAT MARWICK LLP LETTERHEAD]
Independent Auditors' Report on Schedule
The Board of Directors
Pall Corporation:
Under date of September 5, 1995, we reported on the consolidated balance sheets
of Pall Corporation and subsidiaries as of July 29, 1995 and July 30, 1994, and
the related consolidated statements of earnings, stockholders' equity and cash
flows for each of the years in the three-year period ended July 29, 1995, as
contained in the Company's fiscal 1995 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 1995. In
connection with our audits of the aforementioned consolidated financial
statements, we also have audited the related financial statement schedule as
listed in the accompanying index. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
option on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
As discussed in the Accounting Policies note to the consolidated financial
statements, the Company adopted Statement of Financial Accounting Standards No.
112, "Employers' Accounting for Postemployment Benefits" in fiscal year 1995.
/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG PEAT MARWICK LLP
Jericho, New York
September 5, 1995
17
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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 23, 1995
Eric Krasnoff Chief Executive Officer
/s/ Jeremy Hayward-Surry
- ----------------------------------------- President and Treasurer - Chief October 23, 1995
Jeremy Hayward-Surry Financial Officer and Director
/s/ Peter Schwartzman
- ----------------------------------------- Chief Accountant (Chief October 23, 1995
Peter Schwartzman Accounting Officer)
/s/ Abraham Appel
- ----------------------------------------- Director October 23, 1995
Abraham Appel
/s/ Ulric S. Haynes
- ----------------------------------------- Director October 23, 1995
Ulric S. Haynes
/s/ David B. Pall
- ----------------------------------------- Director October 23, 1995
David B. Pall
- ----------------------------------------- Director October , 1995
Chesterfield F. Seibert
/s/ Heywood Shelley
- ----------------------------------------- Director October 23, 1995
Heywood Shelley
/s/ James D. Watson
- ----------------------------------------- Director October 23, 1995
James D. Watson
/s/ Derek T.D. Williams
- ----------------------------------------- Director October 23, 1995
Derek T.D. Williams
18
EXHIBIT INDEX
-------------
Page
Exhibit of 1995
Number Description of Exhibit Form 10-K
------- ---------------------------------------- ---------
3(i)* Restated Certificate of Incorporation of
the registrant as amended through
November 23, 1993, filed as Exhibit 3(i)
to the Registrant's Annual Report on
Form 10-K for the fiscal year ended July
30, 1994 (the "1994 10-K").
3(ii) By-Laws as amended on April 18, 1995. 21- 42
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) Agreement made as of March 17, 1995 with
David B. Pall. 43- 45
10.3*(a) Employment Agreement dated April 1, 1994 with
Eric Krasnoff, filed as Exhibit 10.2 to the
1994 10-K.
10.4*(a) Amendment dated July 11, 1994 to Employment
Agreement dated April 1, 1994 with Eric
Krasnoff, filed as Exhibit 10.3 to the 1994
10-K.
10.5*(a) Employment Agreement dated August 1, 1994
with Jeremy Hayward-Surry, filed as Exhibit
10.4 to the 1994 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.
19
Page
Exhibit of 1995
Number Description of Exhibit Form 10-K
------- ---------------------------------------- ---------
10.6*(a) Service Agreement dated March 17, 1992 with
Derek Thomas Donald Williams, filed as
Exhibit 10.21 to the 1992 10-K.
10.7*(a) Service Agreement dated March 17, 1992 with
Donald Guy Edward Nicholls, filed as
Exhibit 10.20 to the 1992 10-K.
10.8*(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").
10.9*(a) Service Agreement dated June 21, 1989
with Gerhard Friedrich Weich, filed as
Exhibit 10.18 to the 1993 10-K.
10.10*(a) Employment Agreement dated February 1, 1992
with Arnold Weiner, filed as Exhibit 10.32
to the 1992 10-K.
10.11*(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.
10.12*(a) Employment Agreement dated February 1, 1992
with Samuel Wortham, filed as Exhibit 10.15
to the 1992 10-K.
10.13*(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.
10.14*(a) Employment Agreement dated August 1, 1994
with Peter Cope, filed as Exhibit 10.13 to
the 1994 10-K.
10.15*(a) Employment Agreement dated August 1, 1994
with Robert Simkins, filed as Exhibit 10.14
to the 1994 10-K.
10.16*(a) Employment Agreement dated February 1, 1992
with Peter Schwartzman, filed as Exhibit
10.33 to the 1992 10-K.
10.17*(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.
* 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.
20
Page
Exhibit of 1995
Number Description of Exhibit Form 10-K
------- ---------------------------------------- ---------
10.18*(a) Employment Agreement dated September 26,
1994 with Donald B. Stevens, filed as
Exhibit 10.17 to the 1994 10-K.
10.19*(a) Pall Corporation Supplementary Profit-
Sharing Plan as amended and restated,
effective as of August 1, 1993, filed as
Exhibit 10.20 to the 1994 10-K.
10.20(a) Pall Corporation Supplementary Pension Plan
As Amended and Restated Effective August 1,
1995. 46- 73
10.21*(a) Pall Corporation Profit-Sharing Plan, as
amended and restated on September 19, 1994,
filed as Exhibit 10.22 to the 1994 10-K.
10.22*(a) Pall Corporation 1993 Stock Option Plan,
filed as Exhibit 10.22 to the 1993 10-K.
10.23*(a) Pall Corporation 1991 Stock Option Plan,
filed as Exhibit 10.42 to the 1991 10-K.
10.24*(a) Pall Corporation 1988 Stock Option Plan,
as amended through October 8, 1991, filed
as Exhibit 10.32 to the 1991 10-K.
10.25(a) Principal Rules of the Pall Supplementary
Pension Scheme 74-125
13 Annual Report to Shareholders for the year
ended July 29, 1995. 126-177
21 Subsidiaries of Pall Corporation. 178
23 Consent of Independent Auditors. 179
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.