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 28 of the Annual Report to Shareholders.
(c) Narrative description of business.
1) Reference is made to the section titled "Company Profile" contained in the inside cover of the Annual Report to Shareholders. 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 Segment:
The Health Care Segment consists of two sub segments: BioPharmaceuticals and Medical. The BioPharmaceuticals sub segment includes the following markets: BioPharmaceuticals, Specialty Materials, Food & Beverage; sales in the Medical sub segment are primarily to hospitals and blood centers. For a description of these markets refer to the inside cover and pages 6, 7, 10 and 11 of the Annual Report to Shareholders. BioPharmaceutical sales in fiscal 1998 were $294,202,000 or 27% of total sales; Medical sales in fiscal 1998 were $260,124,000 or 24% of total sales. Sales in this market are made 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, technical support, as well as price, are the principal competitive factors in this market, although economy of use is important. A principal list of competitors is included in the inside cover of the Annual Report to Shareholders.
(B) Aeropower Segment:
The Aeropower segment includes the following markets: Aerospace and Industrial Hydraulics. For a description of these markets refer to the inside cover and pages 14, 15, 18 and 19 of the Annual Report to Shareholders. Sales in fiscal 1998 were $258,490,000 or 24% of total sales. Backlog at August 1, 1998 was approximately $76,360,000. The backlog at August 1, 1998 is equal to about three months of sales. The Company's sales to aerospace and military customers are made principally through its own personnel and manufacturers' representatives; sales to Industrial Hydraulics customers are made through Company personnel and through distributors. 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 in the inside cover of the Annual Report to Shareholders.
(C) Fluid Processing Segment:
The Fluid Processing Segment encompasses the following markets: Microelectronics and Industrial Process. For a description of these markets refer to the inside cover and pages 8, 9, 12, 13, 16 and 17 of the Annual Report to Shareholders. Sales in this market in fiscal 1998 were $274,469,000 or 25% of total sales. The Company's products are sold to customers in these markets 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 in the inside cover of the 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.
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 totaled $58,540,000 in 1998, $53,747,000 in 1997 and $53,772,000 in 1996.
(b) There was no one customer to whom sales were made totaling 10% or more of consolidated sales in fiscal 1998, 1997 or 1996.
(c) The Company is in substantial compliance with federal, state and local laws regulating the discharge of materials into the environment or otherwise relating to the protection of the environment. To date, compliance with environmental matters has not had a material effect upon the Company's capital expenditures or competitive position.
In May 1997, the Company's newly acquired subsidiary, Gelman Sciences received a permit from the State of Michigan which requires that all processed water discharged meet the standards set by the State. Based on the permit obtained from the State and upon review of environmental issues at its other facilities, the Company decided to record a pre-tax charge of $10,000,000 in the third quarter of fiscal year 1997. The Company started the clean up process at its Ann Arbor facility in fiscal 1998. In the opinion of management, the Company is in substantial compliance with applicable environmental laws. Because regulatory standards under environmental laws are becoming increasingly stringent, there can be no assurance that future developments will not cause the Company to incur material environmental liabilities or costs. For a further description of the environmental issues see Item 3, Legal Proceedings.
(d) At August 1, 1998, the Company employed approximately 8,900 persons.
(d) Financial information about foreign and domestic operations and export sales.
Reference is made to page 29 of the Annual Report to Shareholders.
In the opinion of management, these premises are suitable and adequate to meet the Company's requirements.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
In February 1988, an action was filed in the Circuit Court for Washtenaw County, Michigan ("Court") by the State of Michigan ("State") against Gelman Sciences Inc. ("Gelman")(a subsidiary acquired by the Company in February 1997) requesting reimbursement of costs the State had expended in investigating contamination near Gelman's Ann Arbor facility, which the State alleged was caused by Gelman's disposal of waste water from its manufacturing process. Pursuant to a consent judgment entered into by Gelman and the State in October 1992 and amended in September 1996, which resolved that litigation, Gelman is remediating the contamination without admitting wrongdoing. In July 1997 and in October 1997 the State notified Gelman that it believes that Gelman is not in full compliance with the consent judgment and that Gelman is potentially liable for stipulated penalties of more than $100,000, which penalties may continue to accrue. Gelman disputes these assertions and has been vigorously contesting them.
Reference is also made to Commitments and Contingencies on page 37 of the Annual Report to Shareholders.
ITEM 4.
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 1998.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.
Reference is made to the section titled "Common Stock Prices and Cash Dividends" on page 38 of the Annual Report to Shareholders.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
Reference is made to page 39 of the Annual Report to Shareholders.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Reference is made to pages 21-23 of the Annual Report to Shareholders.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Reference is made to pages 24-38 (excluding the sections titled "Common Stock Prices and Cash Dividends" and "Six-Year Sales" on page 38) of the Annual Report to Shareholders.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
None. PART III 8
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) Identification of directors:
Reference is made to "Election of Directors" on page 3 of the Proxy Statement.
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:
* Member of the Executive Committee of the Board of Directors. ** Retires effective October 31, 1998.
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 their employ by the registrant, except for Mr. Adamovich, who joined the Company in January 1998. Previously, Mr. Adamovich was partner-in-charge of Professional Practice in the Long Island office of KPMG Peat Marwick LLP and while at that firm, he served as engagement partner for its audits of the Company's financial statements for each of the years in the seven year period ending July 29, 1995.
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.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Reference is made to "Compensation and Other Benefits of Senior Management" beginning on page 6 of the Proxy Statement.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Reference is made to "Beneficial Ownership of Common Stock" on page 22 of the Proxy Statement.
ITEM 13.
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 the last page of the Proxy Statement.
PART IV
ITEM 14.
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 1998 Annual Report to Shareholders, filed as Exhibit 13 hereto.
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.
(3) Exhibits filed herewith: 11
Page Exhibit of 1998 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 of the Registrant as amended on October 9, 1998. 22-42
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 instrument 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) Amended And Restated Employment Agreement dated October 6, 1997 between the Registrant and Eric Krasnoff, filed as Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended August 2, 1997 (the "1997 10-K").
10.2*(a) Letter agreement dated July 17, 1997 between the Registrant and Eric Krasnoff, filed as Exhibit 10.4 to the 1997 10-K.
10.3*(a) Amended And Restated Employment Agreement dated October 6, 1997 between the Registrant and Jeremy Hayward-Surry, filed as Exhibit 10.5 to the 1997 10-K.
10.4*(a) Service Agreement dated November 28, 1995 between Pall Europe Limited and Derek Thomas Donald Williams, filed as Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended August 3, 1996 (the "1996 10-K").
10.5*(a) Service Agreement dated November 28, 1995 between Pall Europe Limited and Clifton Stanley Hutchings, filed as Exhibit 10.9 to the 1996 10-K.
10.6*(a) Service Agreement dated November 28, 1995 between Pall Deutschland GmbH Holding and Gerhard Friedrich Weich, filed as Exhibit 10.10 to the 1996 10-K.
10.7*(a) Employment Agreement dated February 1, 1992 between the Registrant and Arnold Weiner, filed as Exhibit 10.32 to the Registrant's Annual Report on Form 10-K for the fiscal year ended August 1, 1992 (the "1992 10-K").
10.8*(a) Amendment dated July 19, 1993 to Employment Agreement dated February 1, 1992 between the Registrant and 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").
* 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.
Page Exhibit of 1998 Number Description of Exhibit Form 10-K
10.9*(a) Second Amendment dated August 1, 1995 to Employment Agreement dated February 1, 1992 between the Registrant and Arnold Weiner, filed as Exhibit 10.13 to the 1996 10-K.
10.10*(a) Third Amendment dated October 6, 1997 to Employment Agreement dated February 1, 1992 between the Registrant and Arnold Weiner, filed as Exhibit 10.12 to the 1997 10-K.
10.11(a) Fourth Amendment dated August 1, 1998 to Employment Agreement 43-47 dated February 1, 1992 between the Registrant and Arnold Weiner.
10.12*(a) Employment Agreement dated February 1, 1992 between the Registrant and 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 between the Registrant and Samuel Wortham, filed as Exhibit 10.4 to the 1993 10-K.
10.14*(a) Second Amendment dated August 1, 1995 to Employment Agreement dated February 1, 1992 between the Registrant and Samuel Wortham, filed as Exhibit 10.16 to the 1996 10-K.
10.15(a) Third Amendment dated August 1, 1998 to Employment Agreement dated February 1, 1992 between the Registrant and Samuel Wortham. 48-53
10.16*(a) Employment Agreement dated August 1, 1994 between the Registrant and Peter Cope, filed as Exhibit 10.13 to the 1994 10-K.
10.17*(a) Amendment dated August 1, 1995 to Employment Agreement dated August 1, 1994 between the Registrant and Peter Cope, filed as Exhibit 10.18 to the 1996 10-K.
10.18(a) Second Amendment dated August 1, 1998 to Employment Agreement dated August 1, 1994 between the Registrant and Peter Cope. 54-59
10.19*(a) Employment Agreement dated August 1, 1994 between the Registrant and 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 between the Registrant and Robert Simkins, filed as Exhibit 10.20 to the 1996 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. Page Exhibit of 1998 Number Description of Exhibit Form 10-K
10.21(a) Second Amendment dated August 1, 1998 to Employment Agreement dated August 1, 1994 between the Registrant and Robert Simkins. 60-65
10.22*(a) Employment Agreement dated September 26, 1994 between the Registrant and Donald B. Stevens, filed as Exhibit 10.17 to the 1994 10-K.
10.23*(a) Amendment dated August 1, 1995 to Employment Agreement dated September 26, 1994 between the Registrant and Donald B. Stevens, filed as Exhibit 10.24 to the 1996 10-K.
10.24(a) Second Amendment dated August 1, 1998 to Employment Agreement dated September 26, 1994 between the Registrant and Donald B. Stevens. 66-71
10.25*(a) Employment Agreement dated August 5, 1996 between the Registrant and Paul Kohn, filed as Exhibit 10.25 to the 1996 10-K.
10.26(a) First Amendment dated August 1, 1998 to Employment Agreement dated August 5, 1996 between the Registrant and Paul Kohn. 72-76
10.27*(a) Employment Agreement made as of January 5, 1998 between the Registrant and John Adamovich, filed as Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended November 1, 1997.
10.28*(a) Employment Agreement made as of January 12, 1998 between the Registrant and Steven Chisolm, filed as Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended January 31, 1998.
10.29(a) First Amendment dated August 1, 1998 to Employment Agreement dated January 12, 1998 between the Registrant and Steven Chisolm. 77-82
10.30(a) Employment Agreement made as of August 1, 1998 between the Registrant and Charles R. Grimm. 83-102
10.31(a) Service Agreement dated August 1, 1998 between Pall Europe Limited and Marcus Albert Wilson. 103-114
10.32*(a) Pall Corporation Supplementary Profit Sharing Plan as amended and restated February 15, 1995, filed as Exhibit 10.26 to the 1996 10-K.
10.33*(a) Pall Corporation Supplementary Pension Plan (As amended effective October 6, 1997), filed as Exhibit 10.25 to the 1997 10-K.
10.34*(a) Pall Corporation Profit Sharing Plan, as amended and restated as of January 1, 1997, filed as Exhibit 10.26 to the 1997 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.
Page Exhibit of 1998 Number Description of Exhibit Form 10-K - -------------------------------------------------------------------------------- 10.35*(a) Pall Corporation 1993 Stock Option Plan, filed as Exhibit 10.22 to the 1993 10-K.
10.36*(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").
10.37*(a) Pall Corporation 1988 Stock Option Plan, as amended through October 8, 1991, filed as Exhibit 10.32 to the 1991 10-K.
10.38*(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.
10.39*(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.
10.40*(a) Principal Rules of the Pall Supplementary Pension Scheme, filed as Exhibit 10.25 to the Registrant's Annual Report on Form 10-K for the fiscal year ended July 29, 1995 (the "1995 10-K").
10.41*(a) Pall Deutschland GmbH Holding, Concept Of An Additional Pension Plan For Senior Executives, filed as Exhibit 10.35 to the 1996 10-K.
13 Annual Report to Shareholders for the year ended August 1, 1998 115-160
21 Subsidiaries of Pall Corporation. 161
23 Consent of Independent Auditors. 162
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 1, 1998.
SCHEDULE II PALL CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED AUGUST 1, 1998, AUGUST 2, 1997 AND AUGUST 3, 1996
[KPMG PEAT MARWICK LLP LETTERHEAD]
Independent Auditors' Report on Schedule
The Board of Directors Pall Corporation:
Under date of September 2, 1998, we reported on the consolidated balance sheets of Pall Corporation and subsidiaries as of August 1, 1998 and August 2, 1997, and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the years in the three-year period ended August 1, 1998, as contained in the Company's fiscal 1998 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 1998. 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.
/s/ KPMG PEAT MARWICK LLP ------------------------- KPMG Peat Marwick LLP
Melville, New York September 2, 1998
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 authorized.
/s/ Jeremy Hayward-Surry PALL CORPORATION October 27, 1998 By: Jeremy Hayward-Surry President
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.
EXHIBIT INDEX Page Exhibit of 1998 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 of the Registrant as amended on October 9, 1998. 22-42
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 instrument 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) Amended And Restated Employment Agreement dated October 6, 1997 between the Registrant and Eric Krasnoff, filed as Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended August 2, 1997 (the "1997 10-K").
10.2*(a) Letter agreement dated July 17, 1997 between the Registrant and Eric Krasnoff, filed as Exhibit 10.4 to the 1997 10-K.
10.3*(a) Amended And Restated Employment Agreement dated October 6, 1997 between the Registrant and Jeremy Hayward-Surry, filed as Exhibit 10.5 to the 1997 10-K.
10.4*(a) Service Agreement dated November 28, 1995 between Pall Europe Limited and Derek Thomas Donald Williams, filed as Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended August 3, 1996 (the "1996 10-K").
10.5*(a) Service Agreement dated November 28, 1995 between Pall Europe Limited and Clifton Stanley Hutchings, filed as Exhibit 10.9 to the 1996 10-K.
10.6*(a) Service Agreement dated November 28, 1995 between Pall Deutschland GmbH Holding and Gerhard Friedrich Weich, filed as Exhibit 10.10 to the 1996 10-K.
10.7*(a) Employment Agreement dated February 1, 1992 between the Registrant and Arnold Weiner, filed as Exhibit 10.32 to the Registrant's Annual Report on Form 10-K for the fiscal year ended August 1, 1992 (the "1992 10-K").
10.8*(a) Amendment dated July 19, 1993 to Employment Agreement dated February 1, 1992 between the Registrant and 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").
* 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. Page Exhibit of 1998 Number Description of Exhibit Form 10-K
10.9*(a) Second Amendment dated August 1, 1995 to Employment Agreement dated February 1, 1992 between the Registrant and Arnold Weiner, filed as Exhibit 10.13 to the 1996 10-K.
10.10*(a) Third Amendment dated October 6, 1997 to Employment Agreement dated February 1, 1992 between the Registrant and Arnold Weiner, filed as Exhibit 10.12 to the 1997 10-K.
10.11(a) Fourth Amendment dated August 1, 1998 to Employment 43-47 Agreement dated February 1, 1992 between the Registrant and Arnold Weiner.
10.12*(a) Employment Agreement dated February 1, 1992 between the Registrant and 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 between the Registrant and Samuel Wortham, filed as Exhibit 10.4 to the 1993 10-K.
10.14*(a) Second Amendment dated August 1, 1995 to Employment Agreement dated February 1, 1992 between the Registrant and Samuel Wortham, filed as Exhibit 10.16 to the 1996 10-K.
10.15(a) Third Amendment dated August 1, 1998 to Employment Agreement dated February 1, 1992 between the Registrant and Samuel Wortham. 48-53
10.16*(a) Employment Agreement dated August 1, 1994 between the Registrant and Peter Cope, filed as Exhibit 10.13 to the 1994 10-K.
10.17*(a) Amendment dated August 1, 1995 to Employment Agreement dated August 1, 1994 between the Registrant and Peter Cope, filed as Exhibit 10.18 to the 1996 10-K.
10.18(a) Second Amendment dated August 1, 1998 to Employment Agreement dated August 1, 1994 between the Registrant and Peter Cope. 54-59
10.19*(a) Employment Agreement dated August 1, 1994 between the Registrant and 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 between the Registrant and Robert Simkins, filed as Exhibit 10.20 to the 1996 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.
Page Exhibit of 1998 Number Description of Exhibit Form 10-K
10.21(a) Second Amendment dated August 1, 1998 to Employment Agreement dated August 1, 1994 between the Registrant and Robert Simkins. 60-65
10.22*(a) Employment Agreement dated September 26, 1994 between the Registrant and Donald B. Stevens, filed as Exhibit 10.17 to the 1994 10-K.
10.23*(a) Amendment dated August 1, 1995 to Employment Agreement dated September 26, 1994 between the Registrant and Donald B. Stevens, filed as Exhibit 10.24 to the 1996 10-K.
10.24(a) Second Amendment dated August 1, 1998 to Employment Agreement dated September 26, 1994 between the Registrant and Donald B. Stevens. 66-71
10.25*(a) Employment Agreement dated August 5, 1996 between the Registrant and Paul Kohn, filed as Exhibit 10.25 to the 1996 10-K.
10.26(a) First Amendment dated August 1, 1998 to Employment Agreement dated August 5, 1996 between the Registrant and Paul Kohn. 72-76
10.27*(a) Employment Agreement made as of January 5, 1998 between the Registrant and John Adamovich, filed as Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended November 1, 1997.
10.28*(a) Employment Agreement made as of January 12, 1998 between the Registrant and Steven Chisolm, filed as Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended January 31, 1998.
10.29(a) First Amendment dated August 1, 1998 to Employment Agreement dated January 12, 1998 between the Registrant and Steven Chisolm. 77-82
10.30(a) Employment Agreement made as of August 1, 1998 between the Registrant and Charles R. Grimm. 83-102
10.31(a) Service Agreement dated August 1, 1998 between Pall Europe Limited and Marcus Albert Wilson. 103-114
10.32*(a) Pall Corporation Supplementary Profit Sharing Plan as amended and restated February 15, 1995, filed as Exhibit 10.26 to the 1996 10-K.
10.33*(a) Pall Corporation Supplementary Pension Plan (As amended effective October 6, 1997), filed as Exhibit 10.25 to the 1997 10-K.
10.34*(a) Pall Corporation Profit Sharing Plan, as amended and restated as of January 1, 1997, filed as Exhibit 10.26 to the 1997 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.
Page Exhibit of 1998 Number Description of Exhibit Form 10-K
10.35*(a) Pall Corporation 1993 Stock Option Plan, filed as Exhibit 10.22 to the 1993 10-K.
10.36*(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").
10.37*(a) Pall Corporation 1988 Stock Option Plan, as amended through October 8, 1991, filed as Exhibit 10.32 to the 1991 10-K.
10.38*(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.
10.39*(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.
10.40*(a) Principal Rules of the Pall Supplementary Pension Scheme, filed as Exhibit 10.25 to the Registrant's Annual Report on Form 10-K for the fiscal year ended July 29, 1995 (the "1995 10-K").
10.41*(a) Pall Deutschland GmbH Holding, Concept Of An Additional Pension Plan For Senior Executives, filed as Exhibit 10.35 to the 1996 10-K.
13 Annual Report to Shareholders for the year ended August 1, 1998 115-160
21 Subsidiaries of Pall Corporation. 161
23 Consent of Independent Auditors. 162
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.