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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 August 3, 1996
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 any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant was $2,963,763,000, based upon the closing price on October 4, 1996.
The number of common shares, $.10 par value outstanding of the registrant was
115,101,755 shares on October 4, 1996.
Total number of pages - 241 Exhibit index located on page 19
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the 1996 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 August 3, 1996
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 37 of the registrant's 1996 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 1996 Annual Report to
Shareholders, which are incorporated herein by reference:
Hospital Products - pages 6 and 7.
Blood Centers - pages 8 and 9.
Pharmaceutical, Diagnostics and Membrane Technology - pages 10, 11, 12 and
13.
Bioseparations - pages 14 and 15
Food and Beverage- pages 16 and 17.
Sales of Health Care products in fiscal 1996 were $471,424,000 or 49% 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.
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. A principal list of competitors is
included on the inside gate of the 1996 Annual Report to Shareholders.
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(B) Aeropower Market:
See the following sections of the registrant's 1996 Annual Report to
Shareholders, which are incorporated herein by reference:
Industrial Hydraulics - pages 18 and 19.
Aerospace - pages 20 and 21.
Sales in fiscal 1996 were $235,101,000 or 25% of total sales. Backlog at
August 3, 1996 was $60,476,000, a 2% decrease from the prior year backlog of
$61,456,000. The backlog at August 3, 1996 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. A principal list of competitors is included on the inside gate of the
1996 Annual Report to Shareholders.
(C) Fluid Processing Market:
See the following sections of the registrant's 1996 Annual Report to
Shareholders, which are incorporated herein by reference:
Microelectronics - pages 22 and 23.
Industrial Process Group - pages 24 and 25.
Hydrocarbon Processing, Chemical and Polymer - pages 26 and 27.
Pall Well Technology - pages 28 and 29.
Sales in this market in fiscal 1996 were $253,851,000 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. A principal list of competitors
is included on the inside gate of the 1996 Annual Report to Shareholders.
(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.
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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 $47,514,000 in 1996, $45,142,000
in 1995 and $41,283,000 in 1994.
(b) There was no one customer to whom sales were made totalling 10% or more
of consolidated sales in fiscal 1996, 1995 or 1994.
(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 August 3, 1996, the Company employed approximately 7,700 persons.
(d) Financial information about foreign and domestic operations and export
sales.
Reference is made to page 38 of the registrant's 1996 Annual Report to
Shareholders.
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ITEM 2. PROPERTIES.
Location Type Industry Segment Size
(square feet)
- -------- ---- ---------------- -------------
OWNED:
Glen Cove, NY Office & laboratory Research Center 65,000
East Hills, NY Office, plant & Executive Office &
warehouse All Segments 326,000
Pt. Washington, NY Office, laboratory All 215,000
& training center
Hauppauge, NY Plant, office Health Care & Fluid
& laboratory Processing 75,000
Cortland, NY Plants, office Health Care & Fluid
Processing 346,000
Putnam, CT Plant All 62,000
Pinellas Park, FL Plant Aeropower 152,000
Ft. Myers, FL Plant Aeropower 111,000
New Port Richey, FL Plant Aeropower 160,000
Covina, CA Plant, office &
laboratory Health Care 176,000
Fajardo, Puerto Rico Plants Health Care & Fluid
Processing 259,000
Portsmouth, U.K. Plant & office All 306,000
Ilfracombe, U.K. Plant & office Health Care & Fluid
Processing 112,000
Redruth, U.K. Plant, warehouse Aeropower 111,000
Newquay, U.K . Plant & office Health Care & Fluid
Processing 106,000
Frankfurt, Germany Office & warehouse All 72,000
Paris, France Office & warehouse All 65,000
Limay, France Warehouse All 23,000
Tsukuba, Japan Plant & laboratory All 78,000
LEASED:
Northborough, MA Plant & office Health Care 38,000
East Brunswick, NJ Office & warehouse Health Care &
Fluid Processing 10,000
Toronto, Canada Office & warehouse Health Care & Fluid
Processing 12,000
Frankfurt, Germany Office & warehouse All 46,000
Milan, Italy Office & warehouses All 62,000
Vienna, Austria Office & warehouse All 13,000
Muttenz, Switzerland Office & warehouse All 7,000
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
& Brisbane, Australia All 20,000
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 1996.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS.
Reference is made to page 46 of the registrant's 1996 Annual Report to
Shareholders.
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ITEM 6. SELECTED FINANCIAL DATA.
(In thousands, except per share data)
For the Years Ended
Aug. 3 July 29, July 30, July 31, Aug. 1,
1996 1995(a) 1994(b) 1993(c) 1992(d)
---- ------- ------- ------- -------
Results of operations:
Net sales $960,376 $822,823 $700,848 $687,222 $685,068
Net earnings 138,498 118,436 98,922 78,312 92,708
Earnings per share 1.21 1.03 .86 .68 .79
Cash dividends per share .47 .41 .36 .31 .26
Financial position:
Total assets 1,184,958 1,074,922 959,579 902,273 912,876
Long-term debt 46,712 68,814 54,097 24,540 59,003
(a) Fiscal 1995 includes a charge of $780 after income taxes ($1,200 pre-tax)
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) 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)
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 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 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 31 and 32 of the registrant's 1996 Annual Report
to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Reference is made to pages 33 to 36 and 39 to 46 of the registrant's 1996
Annual Report to Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.
None.
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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 1996 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 1996 Position Held Began
----- ---- ------------- -----
Eric Krasnoff* 44 Chairman and Chief
Executive Officer 1986
Jeremy Hayward-Surry* 53 President and Treasurer -
Chief Financial Officer 1989
Derek T.D. Williams 64 Executive Vice President
and Chief Operating Officer 1985
Clifton Hutchings 58 Group Vice President 1993
Gerhard Weich 60 Group Vice President 1993
Arnold Weiner 59 Group Vice President 1986
Samuel T. Wortham 49 Group Vice President 1990
Peter S. Cope 42 Senior Vice President 1994
Paul Kohn 50 Senior Vice President 1996
Akio Satake 59 Senior Vice President 1995
Robert Simkins 52 Senior Vice President 1994
Donald B. Stevens 51 Senior Vice President 1994
Peter Schwartzman 59 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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10
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 1996 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 1996 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 17 of the registrant's Proxy Statement
for the 1996 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:
(l) The following documents are incorporated by reference to the indicated
pages of the 1996 Annual Report to Shareholders, filed as Exhibit 13
hereto.
Item
Consolidated Statements of Earnings - years
ended August 3, 1996, July 29, 1995 and July 30, 1994 33
Independent Auditors' Report 33
Consolidated Balance Sheets - as at August 3, 1996,
and July 29, 1995 34
Consolidated Statements of Stockholders' Equity -
years ended August 3, 1996, July 29, 1995 and July 30, 1994 35
Consolidated Statements of Cash Flows - years ended
August 3, 1996, July 29, 1995 and July 30, 1994 36
Notes to Consolidated Financial Statements 39-45
(2) The following schedules are filed herewith:
Name of Schedule
II Valuation and qualifying accounts 16
Independent auditors' report on schedules 17
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
12
(3) Exhibits filed herewith:
Page
Exhibit of 1996
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 November 21, 1995
filed as Exhibit 3(ii) to the
registrant's Form 10-Q for the quarterly
period ended October 28, 1995.
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, filed as Exhibit 10.2 to
the registrant's Annual Report on Form
10-K for the fiscal year ended July 29,
1995 (the "1995 10-K").
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) Letter agreement dated August 2, 1996 with
Eric Krasnoff. 23-24
* 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
13
Page
Exhibit of 1996
Number Description of Exhibit Form 10-K
------- ---------------------- ---------
10.6*(a) Employment Agreement dated August 1, 1994
with Jeremy Hayward-Surry, filed as Exhibit
10.4 to the 1994 10-K.
10.7(a) Service Agreement dated November 28, 1995
with Derek Thomas Donald Williams. 25-36
10.8*(a) Service Agreement dated March 17, 1992 with
Donald Guy Edward Nicholls, filed as Exhibit
10.20 to the 1992 10-K.
10.9(a) Service Agreement dated November 28, 1995
with Clifton Stanley Hutchings. 37-48
10.10(a) Service Agreement dated November 28,
1995 with Gerhard Friedrich Weich. 49-60
10.11*(a) Employment Agreement dated February 1, 1992
with Arnold Weiner, filed as Exhibit 10.32 to
the 1992 10-K.
10.12*(a) Amendment dated July 19, 1993 to Employment
Agreement dated February 1, 1992 with Arnold
Weiner, filed as Exhibit 10.14 to the
registrant's Annual Report on Form 10-K for
the fiscal year ended July 31, 1993 (the
"1993 10-K").
10.13(a) Second Amendment dated August 1, 1995 to
Employment Agreement dated February 1, 1992
with Arnold Weiner. 61-65
10.14*(a) Employment Agreement dated February 1, 1992
with Samuel Wortham, filed as Exhibit 10.15
to the 1992 10-K.
10.15*(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.
10.16(a) Second Amendment dated August 1, 1995 to
Employment Agreement dated February 1, 1992
with Samuel Wortham. 66-70
10.17*(a) Employment Agreement dated August 1, 1994
with Peter Cope, filed as Exhibit 10.13 to
the 1994 10-K.
10.18(a) Amendment dated August 1, 1995 to
Employment Agreement dated August 1, 1994
with Peter Cope. 71-75
* 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.
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Page
Exhibit of 1996
Number Description of Exhibit Form 10-K
- -------- ---------------------- ---------
10.19*(a) Employment Agreement dated August 1, 1994
with Robert Simkins, filed as Exhibit 10.14
to the 1994 10-K.
10.20(a) Amendment dated August 1, 1995 to
Employment Agreement dated August 1, 1994
with Robert Simkins. 76-80
10.21*(a) Employment Agreement dated February 1, 1992
with Peter Schwartzman, filed as Exhibit
10.33 to the 1992 10-K.
10.22*(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.
10.23*(a) Employment Agreement dated September 26, 1994
with Donald B. Stevens, filed as Exhibit
10.17 to the 1994 10-K.
10.24 (a) Amendment dated August 1, 1995 to
Employment Agreement dated September 26, 1994
with Donald B. Stevens. 81-85
10.25 (a) Employment Agreement dated August 5, 1996
with Paul Kohn. 86-105
10.26 (a) Pall Corporation Supplementary Profit-
Sharing Plan as amended and restated February
15, 1995. 106-113
10.27*(a) Pall Corporation Supplementary Pension Plan
As Amended and Restated Effective August 1,
1995, filed as Exhibit 10.20 to the 1995
10-K.
10.28 (a) Pall Corporation Profit-Sharing Plan, as
amended and restated on October 25, 1995.
114-178
10.29*(a) Pall Corporation 1993 Stock Option Plan,
filed as Exhibit 10.22 to the 1993 10-K.
10.30*(a) Pall Corporation 1991 Stock Option Plan,
filed as Exhibit 10.42 to the registrant's
Annual Report on Form 10-K for the fiscal
year ended August 3, 1991 (the "1991 10-K").
10.31*(a) Pall Corporation 1988 Stock Option Plan, as
amended through October 8, 1991, filed as
Exhibit 10.32 to the 1991 10-K.
10.32*(a) Pall Corporation Stock Option Plan for
Non-Employee Directors filed as Exhibit 10.26
to the registrant's Form 10-Q for the
quarterly period ended October 28, 1995.
* 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.
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15
Page
Exhibit of 1996
Number Description of Exhibit Form 10-K
- --------- ---------------------- ---------
10.33*(a) Pall Corporation 1995 Employee Stock Option
Plan filed as Exhibit 10.27 to the
registrant's Form 10-Q for the quarterly
period ended October 28, 1995.
10.34*(a) Principal Rules of the Pall Supplementary
Pension Scheme, filed as Exhibit 10.25 to the
1995 10-K.
10.35 (a) Pall Deutschland GMBH, Dreieich, Concept
Of An Additional Pension Plan For Senior
Executives. 179-183
13 Annual Report to Shareholders for the year
ended August 3, 1996. 184-239
21 Subsidiaries of Pall Corporation. 240
23 Consent of Independent Auditors. 241
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
August 3, 1996.
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SCHEDULE II
PALL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED AUGUST 3, 1996
JULY 29, 1995 AND JULY 30, 1994
Balance at Charged to Write-off of Balance
Beginning Costs and Uncollectible at End
Description of Year Expenses Accounts of Year
- ----------- ------- -------- -------- -------
Year ended August 3, 1996:
Allowance for doubtful
accounts $5,008,000 $ 989,000 $1,827,000 $4,170,000
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
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[Letterhead]
INDEPENDENT AUDITORS' REPORT ON SCHEDULE
The Board of Directors
Pall Corporation:
Under date of September 3, 1996, we reported on the consolidated
balance sheets of Pall Corporation and subsidiaries as of August 3, 1996 and
July 29, 1995, and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the years in the three-year
period ended August 3, 1996, as contained in the Company's fiscal 1996 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 1996. 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 opinion 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 3, 1996
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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 24, 1996
- ---------------------------------- Chief Executive Officer
Eric Krasnoff
/s/ Jeremy Hayward- Surry President and Treasurer - Chief October 24, 1996
- ---------------------------------- Financial Officer and Director
Jeremy Hayward-Surry
/s/ Peter Schwartzman Chief Accountant (Chief October 24, 1996
- ---------------------------------- Accounting Officer)
Peter Schwartzman
/s/ Abraham Appel Director October 24, 1996
- ----------------------------------
Abraham Appel
/s/ Ulric S. Haynes, Jr. Director October 24, 1996
- ----------------------------------
Ulric S. Haynes
/s/ Edwin W. Martin Director October 24, 1996
- ----------------------------------
Edwin W. Martin
/s/ David B. Pall Director October 24, 1996
- ----------------------------------
David B. Pall
/s/ Katharine Plourde Director October 24, 1996
- ----------------------------------
Katharine L. Plourde
/s/ Chesterfield F. Seibert Director October 24, 1996
- ----------------------------------
Chesterfield F. Seibert
/s/ Heywood Shelley Director October 24, 1996
- ----------------------------------
Heywood Shelley
Director October , 1996
- ----------------------------------
Alan B. Slifka
/s/ James D. Watson Director October 24, 1996
- ----------------------------------
James D. Watson
/s/ Derek T.D. Williams Director October 24, 1996
- ----------------------------------
Derek T.D. Williams
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EXHIBIT INDEX Page
Exhibit of 1996
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 November 21,
1995 filed as Exhibit 3(ii) to the
registrant's Form 10-Q for the
quarterly period ended October 28,
1995.
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, filed as Exhibit
10.2 to the registrant's Annual
Report on Form 10-K for the fiscal
year ended July 29, 1995 (the "1995
10-K").
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) Letter agreement dated August 2,
1996 with Eric Krasnoff. 23-24
* 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
20
EXHIBIT INDEX Page
Exhibit of 1996
Number Description of Exhibit Form 10-K
------- ---------------------- ---------
10.6*(a) Employment Agreement dated August 1, 1994
with Jeremy Hayward-Surry, filed as Exhibit
10.4 to the 1994 10-K.
10.7(a) Service Agreement dated November 28, 1995
with Derek Thomas Donald Williams. 25-36
10.8*(a) Service Agreement dated March 17, 1992 with
Donald Guy Edward Nicholls, filed as
Exhibit 10.20 to the 1992 10-K.
10.9(a) Service Agreement dated November 28, 1995
with Clifton Stanley Hutchings. 37-48
10.10(a) Service Agreement dated November 28, 1995
with Gerhard Friedrich Weich. 49-60
10.11*(a) Employment Agreement dated February 1, 1992
with Arnold Weiner, filed as Exhibit 10.32
to the 1992 10-K.
10.12*(a) Amendment dated July 19, 1993 to Employment
Agreement dated February 1, 1992 with Arnold
Weiner, filed as Exhibit 10.14 to the registrant's
Annual Report on Form 10-K for the fiscal
year ended July 31, 1993 (the "1993 10-K").
10.13(a) Second Amendment dated August 1, 1995 to
Employment Agreement dated February 1, 1992
with Arnold Weiner. 61-65
10.14*(a) Employment Agreement dated February 1, 1992
with Samuel Wortham, filed as Exhibit 10.15
to the 1992 10-K.
10.15*(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.
10.16(a) Second Amendment dated August 1, 1995 to
Employment Agreement dated February 1, 1992
with Samuel Wortham. 66-70
10.17*(a) Employment Agreement dated August 1, 1994
with Peter Cope, filed as Exhibit 10.13 to the
1994 10-K.
10.18(a) Amendment dated August 1, 1995 to Employment
Agreement dated August 1, 1994 with Peter Cope. 71-75
* 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.
21
21
Page
Exhibit of 1996
Number Description of Exhibit Form 10-K
------- ---------------------- ---------
10.19*(a) Employment Agreement dated August 1, 1994
with Robert Simkins, filed as Exhibit 10.14
to the 1994 10-K.
10.20(a) Amendment dated August 1, 1995 to Employment
Agreement dated August 1, 1994 with Robert
Simkins. 76-80
10.21*(a) Employment Agreement dated February 1, 1992
with Peter Schwartzman, filed as Exhibit 10.33
to the 1992 10-K.
10.22*(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.
10.23*(a) Employment Agreement dated September 26, 1994
with Donald B. Stevens, filed as Exhibit 10.17
to the 1994 10-K.
10.24(a) Amendment dated August 1, 1995 to Employment
Agreement dated September 26, 1994 with Donald
B. Stevens. 81-85
10.25(a) Employment Agreement dated August 5, 1996 with
Paul Kohn. 86-105
10.26(a) Pall Corporation Supplementary Profit-Sharing
Plan as amended and restated February 15 1995. 106-113
10.27*(a) Pall Corporation Supplementary Pension Plan As
Amended and Restated Effective August 1, 1995,
filed as Exhibit 10.20 to the 1995 10-K.
10.28 (a) Pall Corporation Profit-Sharing Plan, as amended
and restated on October 25, 1995. 114-178
10.29*(a) Pall Corporation 1993 Stock Option Plan, filed
as Exhibit 10.22 to the 1993 10-K.
10.30*(a) Pall Corporation 1991 Stock Option Plan, filed
as Exhibit 10.42 to the registrant's Annual Report
on Form 10-K for the fiscal year ended August 3,
1991 (the "1991 10-K").
10.31*(a) Pall Corporation 1988 Stock Option Plan, as amended
through October 8, 1991, filed as Exhibit 10.32 to
the 1991 10-K.
10.32*(a) Pall Corporation Stock Option Plan for Non-Employee
Directors filed as Exhibit 10.26 to the registrant's
Form 10-Q for the quarterly period ended October 28,
1995.
* 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.
22
22
Page
Exhibit of 1996
Number Description of Exhibit Form 10-K
------- ---------------------- ---------
10.33*(a) Pall Corporation 1995 Employee Stock Option
Plan filed as Exhibit 10.27 to the registrant's
Form 10-Q for the quarterly period ended October
28, 1995.
10.34*(a) Principal Rules of the Pall Supplementary
Pension Scheme, filed as Exhibit 10.25 to the
1995 10-K.
10.35(a) Pall Deutschland GMBH, Dreieich, Concept Of
An Additional Pension Plan For Senior Executives. 179-183
13 Annual Report to Shareholders for the year
ended August 3, 1996. 184-239
21 Subsidiaries of Pall Corporation. 240
23 Consent of Independent Auditors. 241
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.