<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1996
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PALL CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 11-1541330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2200 NORTHERN BOULEVARD
EAST HILLS, NEW YORK 11548
(516) 484-5400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
PETER SCHWARTZMAN
PALL CORPORATION
2200 NORTHERN BOULEVARD
EAST HILLS, NEW YORK 11548
(516) 484-5400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------
COPIES TO:
HEYWOOD SHELLEY, ESQ.
CARTER, LEDYARD & MILBURN
2 WALL STREET
NEW YORK, NEW YORK 10005
(212) 732-3200
----------------
<PAGE> 2
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this registration statement becomes effective, as determined
by market conditions and other factors.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH
DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX
AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE
462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES
ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION
STATEMENT FOR THE SAME OFFERING. [ ]
IF THE DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO
RULE 434, PLEASE CHECK THE FOLLOWING BOX. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
TITLE OF EACH Proposed Proposed
CLASS OF maximum maximum Amount of
SECURITIES TO Amount to be offering price aggregate registration
BE REGISTERED registered per unit offering price fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.10 per share 720,000 shs. $25.875(1) $18,630,000(1) $5,645.46
- ---------------------------------------------------------------------------------------------
Common Share Purchase
Rights................... 720,000 rights --(2) --(2) None
=============================================================================================
</TABLE>
- ---------------
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, on the
basis of the average of the high and the low prices ($26 and $25 3/4,
respectively) of a share of the registrant's Common Stock as reported
for New York Stock Exchange composite transactions on December 20,
1996.
(2) The Rights are presently attached to and transferable only with the
Common Stock of the registrant. The value, if any, attributable to the
Rights to be offered is reflected in the proposed offering price of the
Common Stock.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE> 3
PROSPECTUS
PALL CORPORATION
720,000 SHARES OF COMMON STOCK
Pall Corporation, a New York corporation ("Pall" or the "Company"),
intends to sell from time to time up to 720,000 treasury shares (the "Shares")
of its Common Stock, par value $.10 per share (the "Common Stock"), through
Dillon, Read & Co. Inc., as sales agent (the "Agent"), on terms to be determined
at the time of sale. See "Plan of Distribution." Pall has agreed to pay the
Agent a commission of five cents per Share for each agency transaction effected.
In making this offering, the Agent and any other participating broker or dealer
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and the compensation of the Agent and
any other broker or dealer may be deemed to be underwriting discounts or
commissions. The Company has agreed to indemnify the Agent against certain civil
liabilities, including liabilities under the Securities Act.
Pall reserves the sole right to accept and, together with the Agent, to
reject in whole or in part any proposed purchase of the Shares.
The Common Stock is listed on the New York Stock Exchange (symbol: PLL)
and the London Stock Exchange. On _____________, 1997, the last reported sale
price of a share of Common Stock for New York Stock Exchange composite
transactions was $_______. On January __, 1997, without giving effect to the
issuance of the Shares, the Company had issued and outstanding __________ shares
of Common Stock.
This Prospectus relates to the Shares offered hereby and to a like
number of Common Share Purchase Rights (the "Rights"), which are attached to and
transferrable only with the Shares. See "Description of Common Stock -- Common
Share Purchase Rights."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS _______, 1997.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information, as
well as the Registration Statement referred to below, can be inspected and
copied at the Public Reference Section of the Commission's office at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices in New York (7 World Trade Center, 13th Floor, New York, New York 10048)
and Chicago (Citicorp Center, 14th Floor, 500 West Madison Street, Chicago,
Illinois 60661). Copies of such reports and information may be obtained by mail
at prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, as well as from the Commission's
Website at http://www.sec.gov. Such reports and other information can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 filed by the Company with the Commission under the Securities Act. Reference
is hereby made to the Registration Statement, as amended, and the exhibits
thereto for further information with respect to Pall and the Shares offered
hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by Pall with the Commission
(Commission File No. 1-4311) are incorporated herein by reference:
(a) Pall's Annual Report on Form 10-K for the fiscal year ended
August 3, 1996, including Amendment No. 1 thereto dated
October 30, 1996;
(b) Pall's Quarterly Report on Form 10-Q for the quarterly period
ended November 2, 1996; and
(c) The descriptions of the Common Stock and the Rights contained
in the Company's Registration Statements on Form 8-A, both
dated September 10, 1992, for the registration of the Common
Stock and the Rights pursuant to Section 12(b) of the Exchange
Act, and any updates of such descriptions contained in any
registration statement, report or amendment thereto of Pall
hereafter filed under the Exchange Act.
All documents filed by Pall with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Shares hereby
shall be deemed to be incorporated by reference in this
-2-
<PAGE> 5
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus, to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of any such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents).
Written or telephone requests should be directed to the Investor Communications
Manager, Pall Corporation, 25 Harbor Park Drive, Port Washington, New York
11050-4630 (Telephone (800) 205-7255).
-3-
<PAGE> 6
THE COMPANY
Pall, a New York corporation organized in 1946, is a leading worldwide
supplier of fine filters, mainly made by Pall using its high-quality filter
media, and other fluid clarification equipment for the removal of solid, liquid
and gaseous contaminants from a wide variety of liquids and gases. Pall's
principal products are sold to the aeropower, fluid processing and healthcare
industries. Pall supplies aeropower filtration products to the commercial and
military aircraft market, including power generation plants and manufacturers of
aluminum, steel, paper, automobiles, injection-molded parts and mobile equipment
such as trucks and earthmoving machinery. These filtration products remove
particulates and water from hydraulic and lubrication fluids and systems,
thereby extending their useful lives, minimizing waste for disposal and
increasing overall productivity. Pall's fluid processing products are used to
remove microscopic and larger contaminants by producers of oil and gas,
electricity, chemicals, plastics, semiconductors, photographic film, magnetic
storage devices, thin film rigid discs, ink jet printers, computer terminals and
disc drives. Pall's healthcare filters protect patients receiving blood
transfusions and undergoing open-heart surgery, organ transplants, intravenous
feeding and breathing therapy. These filters are used extensively in hospitals
and in blood centers to protect from particulates, bacteria, and viral and
foreign leukocyte contamination. Manufacturers of pharmaceuticals,
biopharmaceuticals, blood fractions, therapeutic biologicals and food and
beverages, as well as producers of diagnostic tests and users of
laboratory-scale filtration devices, purchase Pall's filtration systems,
validation services and proprietary membranes.
On October 27, 1996, the Company entered into a definitive agreement
(the "Merger Agreement") to acquire by merger (the "Merger") Gelman Sciences
Inc., a Michigan corporation ("Gelman"). Gelman manufactures and markets a broad
line of specialty microfiltration products for the separation and purification
of liquids and gases. Gelman's core technologies are the manufacturing of
microporous membranes which serve as a barrier, filter or separator of
microscopic particles, and the packaging and sealing of these membranes into
microfiltration products. Gelman's products include syringe, capsule and
cartridge filters, microporous membranes and other microfiltration products.
Microfiltration products with healthcare applications account for over 60% of
Gelman's sales.
In the Merger, each outstanding share of Gelman common stock (a "Gelman
Share") would be converted into the right to receive shares of Common Stock. The
number of shares of Common Stock to be received for each Gelman Share in the
Merger (the "Exchange Ratio") will be determined by a formula based on the
"Average Trading Price" of a share of Common Stock. The "Average Trading Price"
means the average of the closing sales prices of a share of Common Stock for New
York Stock Exchange composite transactions during the 30 New York Stock Exchange
trading days preceding the third trading day before the Special Meeting of the
Gelman stockholders scheduled to occur on February 3, 1997, at which the
approval of the Merger will be considered (the "Special Meeting"). If the
Average Trading Price is between $25.29 and $27.96, Gelman shareholders will
receive for each Gelman Share a number of shares of Common Stock (between 1.1804
and 1.3047 shares) having a value of $33.00 based on the Average
-4-
<PAGE> 7
Trading Price. If the Average Trading Price is $27.96 or more, Gelman
shareholders will receive 1.1804 shares of Common Stock for each Gelman Share.
If the Average Trading Price is $25.29 or less, Gelman shareholders will receive
1.3047 shares of Common Stock for each Gelman Share. The Gelman Board of
Directors will have the right to terminate the Merger Agreement if the Average
Trading Price is less than $21.00.
If the Merger is approved by the Gelman shareholders at the Special
Meeting, the Merger will be effected as soon as practicable thereafter, upon the
satisfaction of certain other conditions to the Merger set forth in the Merger
Agreement.
Pall's principal executive offices are located at 2200 Northern
Boulevard, East Hills, New York 11548; telephone (516) 484-5400.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the
Shares for general corporate purposes, which may include reduction of debt,
funding Pall's capital expenditure program and working capital.
MARKET PRICES OF COMMON STOCK AND DIVIDENDS
The principal market on which the Common Stock is traded is the New
York Stock Exchange under the symbol "PLL." The Common Stock is also listed on
the London Stock Exchange. The following table presents the high and low sales
prices of a share of Common Stock during the past two calendar years as reported
for New York Stock Exchange composite transactions:
<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
1994
- ----
Fourth quarter.................................... $19 3/4 $16 5/8
1995
- ----
First quarter .................................... 21 3/4 18 3/8
Second quarter.................................... 24 20 3/8
Third quarter..................................... 23 7/8 20 1/8
Fourth quarter.................................... 27 7/8 21 7/8
1996
- ----
First quarter .................................... 29 3/8 23 1/4
Second quarter.................................... 29 1/4 22 7/8
Third quarter .................................... 28 1/4 19 5/8
Fourth quarter ...................................
1997
- ----
First quarter (through ________) .................
</TABLE>
-5-
<PAGE> 8
See the cover page of this Prospectus for a recent sale price of the
Common Stock.
The Company paid cash dividends on its Common Stock during fiscal 1995,
1996 and the first quarter of fiscal 1997 at the following quarterly rates:
$0.0925 per share in the first quarter of fiscal 1995, $0.1050 from the second
quarter of fiscal 1995 through the first quarter of fiscal 1996, and $0.1225
from the second quarter of fiscal 1996 through the first quarter of fiscal 1997
(the quarter ended November 2, 1996) . There can be no assurance as to the
frequency and amount of future dividends.
PRO FORMA FINANCIAL DATA
The following unaudited pro forma combined condensed financial
statements give effect to the Merger as of November 2, 1996 on a
pooling-of-interests basis. The pro forma combined consolidated balance sheet
combines the consolidated balance sheet of Pall at November 2, 1996 with the
consolidated balance sheet of Gelman at October 31, 1996. The pro forma combined
condensed statements of earnings for the fiscal years ended July 30, 1994, July
29, 1995 and August 3, 1996, and the quarters ended November 2, 1996, and
October 28, 1995, combine Pall's historical consolidated statement of earnings
for each of such periods then ended with Gelman's historical consolidated
statement of earnings for each of Gelman's three fiscal years in the period
ended July 31, 1996, and the quarters ended October 31, 1996, and October 31,
1995.
The pro forma combined condensed statements of earnings are not
necessarily indicative of the operating results which would have been achieved
had Pall and Gelman been combined during such periods and should not be
construed as representative of future operations.
These pro forma combined condensed financial statements should be read
in conjunction with the historical consolidated financial statements and the
notes thereto of Pall which are incorporated by reference in this Prospectus.
-6-
<PAGE> 9
PALL CORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
AS OF NOVEMBER 2, 1996
--------------------------------------------------------------
HISTORICAL
------------------------ PRO FORMA PRO FORMA
PALL GELMAN ADJUSTMENTS COMBINED
---------- ------- ----------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .......... $ 11,874 $ 8,787 $ 18,913(1)(2) $ 39,574
Short-term investments ............. 74,900 -- 74,900
Accounts receivable, net ........... 206,418 25,655 232,073
Inventories ........................ 209,360 11,037 2,824(3) 223,221
Deferred income taxes .............. 16,500 1,122 17,622
Prepaids and other current assets .. 25,314 3,485 28,799
---------- ------- -------- ----------
Total current assets ................. 544,366 50,086 21,737 616,189
Property, plant and equipment ........ 777,091 76,371 853,462
Less: Accumulated depreciation and
amortization ...................... 301,843 42,135 343,978
---------- ------- -------- ----------
Property, plant and equipment, net ... 475,248 34,236 509,484
Other assets ......................... 139,085 2,050 141,135
---------- ------- -------- ----------
Total assets ......................... $1,158,699 $86,372 $ 21,737 $1,266,808
========== ======= ======== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable ...................... $ 119,977 $ -- $ 119,977
Accounts payable ................... 49,531 5,134 54,665
Accrued liabilities ................ 81,656 6,829 88,485
Income taxes ....................... 7,556 -- $ 988(3) 8,544
Current portion of long-term debt .. 16,360 159 16,519
Dividends payable .................. 14,104 -- 14,104
---------- ------- -------- ----------
Total current liabilities ............ 289,184 12,122 988 302,294
Long-term debt, net of current portion 47,004 7,809 54,813
Deferred income taxes ................ 37,542 670 38,212
Other non-current liabilities ........ 39,447 2,720 42,167
---------- ------- -------- ----------
Total liabilities .................... 413,177 23,321 988 437,486
</TABLE>
-7-
<PAGE> 10
<TABLE>
<CAPTION>
AS OF NOVEMBER 2, 1996
--------------------------------------------------------------
HISTORICAL
------------------------ PRO FORMA PRO FORMA
PALL GELMAN ADJUSTMENTS COMBINED
---------- ------- ----------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Stockholders' equity:
Share capital........................... 65,504 38,796 2,520(2) 106,820
Retained earnings....................... 733,358 25,174 3,109(1)(3) 761,641
Treasury stock.......................... (47,361) -- 15,120(2) (32,241)
Foreign currency translation adjustment. 6,749 (769) 5,980
Minimum pension liability adjustment.... (4,645) -- (4,645)
Stock option loans...................... (8,085) (150) (8,235)
Cumulative unrealized gain on
investments......................... 2 -- 2
---------- ------- -------- ----------
Total stockholders' equity................ 745,522 63,051 20,749 829,322
---------- ------- -------- ----------
Total liabilities and stockholders' equity $1,158,699 $86,372 $ 21,737 $1,266,808
========== ======= ======== ==========
</TABLE>
SEE NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS.
-8-
<PAGE> 11
PALL CORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
QUARTER ENDED NOVEMBER 2, 1996
---------------------------------------------------------------------
HISTORICAL
------------------------- PRO FORMA PRO FORMA
PALL GELMAN ADJUSTMENTS(4) COMBINED
--------- -------- -------------- ---------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net sales .................................. $ 207,456 $ 28,335 $ 235,791
Cost of sales .............................. 82,983 15,265 98,248
Selling, general and administrative expenses 83,362 10,486 93,848
Research and development ................... 11,680 1,458 13,138
Interest expense, net ...................... 630 128 758
Merger-related expenses .................... -- 3,911 3,911
--------- -------- ---------
Total costs and expenses ................... 178,655 31,248 209,903
--------- -------- ---------
Earnings before income taxes ............... 28,801 (2,913) 25,888
Income taxes ............................... (8,641) 37 (8,604)
--------- -------- ---------
Net earnings ............................... $ 20,160 $ (2,876) $ 17,284
========= ======== =========
EARNINGS PER SHARE:
Net earnings per share ..................... $ 0.18 $ (0.36) $ 0.14
Average number of shares outstanding ....... 115,045 7,974 2,963(2)(5) 125,982
</TABLE>
<TABLE>
<CAPTION>
QUARTER ENDED OCTOBER 2, 1996
---------------------------------------------------------------------
HISTORICAL
------------------------- PRO FORMA PRO FORMA
PALL GELMAN ADJUSTMENTS(4) COMBINED
--------- -------- -------------- ---------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net sales....................................... $ 191,550 $ 27,335 $ 218,885
Cost of sales................................... 75,554 13,493 89,047
Selling, general and administrative expenses.... 78,551 9,287 87,838
Research and development........................ 10,928 1,491 12,419
Interest expense, net........................... 791 154 945
--------- -------- ---------
Total costs and expenses........................ 165,824 24,425 190,249
--------- -------- --------
Earnings before income taxes.................... 25,726 2,910 28,636
Income taxes.................................... (7,974) (988) (8,962)
--------- -------- ---------
Net earnings.................................... $ 17,752 $ 1,922 $ 19,674
========= ======== =========
EARNINGS PER SHARE:
Net earnings per share.......................... $ 0.16 $ 0.24 $ 0.16
Average number of shares outstanding............ 114,446 8,145 2,670(2)(5) 125,261
</TABLE>
SEE NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS.
-9-
<PAGE> 12
PALL CORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED AUGUST 3, 1996
------------------------------------------------------------------
HISTORICAL
-------------------------- PRO FORMA PRO FORMA
PALL GELMAN ADJUSTMENTS COMBINED
--------- --------- ----------- -----------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net sales .................................. $ 960,376 $ 112,057 $ 1,072,433
Cost of sales .............................. 372,864 56,864 $ 137(3) 429,865
Selling, general and administrative expenses 338,726 39,645 (570)(1) 377,801
Research and development ................... 47,514 6,258 53,772
Interest expense, net ...................... 3,418 607 4,025
Pollution-related expense .................. -- 2,800 2,800
--------- --------- ------- -----------
Total costs and expenses ................... 762,522 106,174 (433) 868,263
--------- --------- ------- -----------
Earnings before income taxes ............... 197,854 5,883 433 204,170
Income taxes ............................... (59,356) (1,547) (152)(1)(3) (61,055)
--------- --------- ------- -----------
Net earnings ............................... $ 138,498 $ 4,336 $ 281 $ 143,115
========= ========= ======= ===========
EARNINGS PER SHARE:
Net earnings per share ..................... $ 1.21 $ 0.53 $ 1.14
Average number of shares outstanding ....... 114,839 8,255 2,696(2)(5) 125,790
</TABLE>
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JULY 29, 1995
----------------------------------------------------------------
HISTORICAL
-------------------------- PRO FORMA PRO FORMA
PALL GELMAN ADJUSTMENTS COMBINED
--------- --------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net sales .................................. $ 822,823 $ 103,503 $ 926,326
Cost of sales .............................. 305,287 50,070 $ (405)(3) 354,952
Selling, general and administrative expenses 301,686 36,634 (720)(1) 337,600
Research and development ................... 45,142 5,498 50,640
Interest expense, net ...................... 3,004 1,314 4,318
--------- --------- ------- ---------
Total costs and expenses ................... 655,119 93,516 (1,125) 747,510
--------- --------- ------- ---------
Earnings before income taxes and
cumulative effect of an accounting change 167,704 9,987 1,125 178,816
Income taxes ............................... (48,488) (3,365) (394)(1)(3) (52,247)
--------- --------- ------- ---------
Earnings before cumulative effect of an
accounting change ....................... 119,216 6,622 731 126,569
Cumulative effect of an accounting change .. (780) -- (780)
--------- --------- ------- ---------
Net earnings ............................... $ 118,436 $ 6,622 $ 731 $ 125,789
========= ========= ======= =========
EARNINGS PER SHARE:
Earnings before cumulative effect of an
accounting change ....................... $ 1.04 $ 0.92 $ 1.01
Cumulative effect of an accounting change .. (0.01) -- (0.01)
--------- --------- ---------
Net earnings per share ..................... $ 1.03 $ 0.92 $ 1.00
========= ========= =========
Average number of shares outstanding ....... 115,184 7,235 2,452(2)(5) 124,871
</TABLE>
SEE NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS.
-10-
<PAGE> 13
PALL CORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JULY 30, 1994
------------------------------------------------------------------
HISTORICAL
-------------------------- PRO FORMA PRO FORMA
PALL GELMAN ADJUSTMENTS COMBINED
--------- --------- ----------- ---------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net sales .................................. $ 700,848 $ 94,963 $ 795,811
Cost of sales .............................. 257,624 47,253 $ (336)(3) 304,541
Selling, general and administrative expenses 261,289 33,607 (668)(1) 294,228
Research and development ................... 41,283 4,877 46,160
Interest expense, net ...................... 1,858 1,689 3,547
Restructuring and other charges ............ 3,696 -- 3,696
--------- --------- --------- ---------
Total costs and expenses ................... 565,750 87,426 (1,004) 652,172
--------- --------- --------- ---------
Earnings before income taxes and
extraordinary loss ......................... 135,098 7,537 1,004 143,639
Income taxes ............................... (36,176) (2,600) (351)(1)(3) (39,127)
--------- --------- --------- ---------
Earnings before extraordinary loss ......... 98,922 4,937 653 104,512
=========
Extraordinary loss ......................... -- (183) (183)
--------- --------- --------- ---------
Net earnings ............................... $ 98,922 $ 4,754 $ 653 $ 104,329
========= ========= ========= =========
EARNINGS PER SHARE:
Earnings before extraordinary loss ......... $ 0.86 $ 0.78 $ 0.84
Extraordinary loss ......................... -- (0.03) --
--------- --------- ---------
Net earnings per share ..................... $ 0.86 $ 0.75 $ 0.84
========= ========= =========
Average number of shares outstanding ....... 115,678 6,307 2,230(2)(5) 124,215
</TABLE>
SEE NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS.
-11-
<PAGE> 14
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS
1. The pro forma combined condensed financial statements have been
adjusted for the following items and the related income tax computed at
the federal statutory rate, which are directly attributable to the
Merger and are expected to have a continuing impact on the merged
operations: (a) elimination of Gelman's specific public company costs,
including shareholder reporting, share registry and directors' fees,
and (b) the employment agreements which were negotiated in conjunction
with the Merger. Except as described above, the pro forma combined
condensed financial statements do not reflect cost savings and
synergies that are expected to result from the Merger. Although savings
from synergies are expected, there can be no assurance any such savings
will be realized.
2. The pro forma combined condensed financial statements for the periods
presented reflect a sale of 720,000 shares of Common Stock from
treasury prior to the Merger, as a condition to qualifying for
pooling-of-interests accounting.
3. Pro forma adjustments have been made to conform the inventory
accounting policies of Pall and Gelman. The impact of converting from
the LIFO method of accounting for inventory to the FIFO method and the
related income tax computed at the federal statutory rate is reflected
in the respective statements of earnings and the balance sheet.
4. Pro forma adjustments are not reflected in the pro forma combined
condensed statements of earnings for the quarters ended November 2,
1996, and October 28, 1995 (except the average number of shares
outstanding), as such adjustments would not be material.
5. The pro forma combined condensed financial statements reflect an
Exchange Ratio of 1.2394 shares of Common Stock for each Gelman Share,
which is the Exchange Ratio that would apply if the Average Trading
Price were $26.625, the midpoint between the range of $25.29 and $27.96
in the Exchange Ratio formula. See "The Company." The actual number of
shares of Common Stock to be issued will be determined by (i) the
number of Gelman Shares outstanding at the Effective Time, and (ii) the
Average Trading Price of a share of Common Stock, as set forth in the
Merger Agreement. Certain amounts in the historical financial
statements of Gelman and Pall have been reclassified in these financial
statements.
6. On a combined basis, there were no material transactions between Pall
and Gelman for the periods presented.
7. It is expected that the combined company will incur charges to the
earnings, currently estimated to be about $15 million (including the
$3.9 million reflected in the historical condensed statement of
earnings of Gelman for the quarter ended October 31, 1996) to reflect
transaction fees and costs incident to the Merger and "change of
control" payments
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<PAGE> 15
to certain executive officers of Gelman. Except as indicated in
the preceding sentence, the estimated charge is not reflected in the
pro forma combined financial statements. Savings from the Merger are
expected to be in the range of $8.0 million to $10.0 million per annum,
consisting of reductions in salaries, benefits and manufacturing costs.
Such projected savings are not reflected in the pro forma combined
financial statements. These amounts are preliminary and, therefore, are
subject to change.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of Pall consists of 500,000,000 shares of
Common Stock, par value $0.10 per share (the "Common Stock"), of which ___
shares were issued and outstanding on ____________, 1997. The rights of the
holders of Common Stock are governed by the Business Corporation Law of the
State of New York (the "NYBCL") and Pall's certificate of incorporation and
by-laws.
Holders of Common Stock are entitled to receive dividends when and as
declared by Pall's Board of Directors out of funds legally available therefor.
In the event of the liquidation, dissolution or winding up of Pall, holders of
Common Stock would be entitled to share ratably in all corporate assets
available for distribution to shareholders. The holders of Common Stock are not
subject to further calls or assessments by Pall and have no preemptive,
subscription or conversion rights. The Common Stock is not redeemable.
VOTING RIGHTS
The holders of Common Stock are entitled to one vote per share on all
matters submitted to shareholders, and the holders of a majority of the
outstanding shares constitute a quorum at any meeting of shareholders.
Directors of Pall are elected by a plurality of the votes cast at a
meeting of shareholders. The Common Stock does not have cumulative voting
rights; therefore, the holders of a majority of the outstanding shares of Common
Stock can elect all directors of Pall.
In general, shareholder action other than the election of directors
must be authorized by a majority of the votes cast at a meeting of shareholders.
However, the NYBCL provides that certain extraordinary matters, such as a merger
or consolidation in which Pall is a constituent corporation, a sale or other
disposition of all or substantially all of Pall's assets, and the dissolution of
Pall, would require the vote of the holders of two-thirds of all outstanding
shares. Most amendments to Pall's certificate of incorporation require the vote
of the holders of a majority of all outstanding shares.
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<PAGE> 16
CLASSIFICATION OF THE BOARD
The Pall by-laws provide that the Board of Directors (currently
comprised of twelve persons) shall be divided into three classes of directors
serving staggered three-year terms, such classes being as nearly equal in number
as possible. As a result, one-third of Pall's Board of Directors is elected each
year.
FAIR PRICE PROVISIONS
Pall's certificate of incorporation contains provisions designed to
assure fair treatment for all shareholders of Pall in certain "Business
Combinations" involving a "Related Party," defined as either the beneficial
owner of 20% or more of the securities entitled to vote in the election of
Pall's directors, or an affiliate of Pall who was the beneficial owner of 20% or
more of such securities at any time within the preceding five years. "Business
Combination" is defined broadly to include (i) any merger or consolidation of
Pall or any of its subsidiaries into or with a Related Person or its affiliates,
(ii) any sale or other disposition of more than 5% in value of the consolidated
assets of Pall and its subsidiaries to a Related Person or its affiliates, or
more than 5% of the assets of a Related Person to Pall or its subsidiaries,
(iii) certain issuances and transfers by Pall or its subsidiaries of their
respective securities to a Related Person, and (iv) any reclassification of
securities, recapitalization, reorganization or similar transaction which has
the effect, directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class of equity security of Pall or its subsidiaries
which is directly or indirectly owned by a Related Person.
Any Business Combination is subject to the prior approval of the
holders of not less than 85% of all outstanding shares of Common Stock unless
certain fair price and procedural requirements are met. Approval by the holders
of not less than 85% of the outstanding shares of Common Stock is also required
to amend or repeal the provisions in Pall's certificate of incorporation
relating to Business Combinations, unless at least 75% of certain "continuing"
directors of Pall shall recommend such amendment or repeal, in which case the
approval of only the holders of a majority of the outstanding shares of Common
Stock would be required under the NYBCL to amend or repeal such provisions.
In addition, under Section 912 of the NYBCL, Pall may not engage in a
"business combination" (the statutory definition of which is similar to that in
the Pall Certificate) with an "interested shareholder" (the statutory definition
of which is similar to the definition of "Related Party" in Pall's certificate
of incorporation) for a period of five years after the interested shareholder
becomes such, unless the business combination or the purchase of stock by means
of which the interested shareholder becomes such is approved by Pall's Board of
Directors in advance of such stock purchase. After the five-year period, an
interested shareholder may engage in a business combination with Pall only if
(i) the business combination is approved after the five-year period by the
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock not beneficially owned by the interested shareholder and its
affiliates and associates, or (ii) the value of the aggregate consideration to
be paid by the interested shareholder in connection with the
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<PAGE> 17
business combination satisfies certain formulas specified in the statute, and
the interested shareholder, after becoming such, has not acquired any additional
shares of Common Stock, except as provided in the statute.
COMMON SHARE PURCHASE RIGHTS
On November 17, 1989, the Pall Board of Directors, pursuant to a
favorable advisory vote of Pall's shareholders, adopted a Shareholders Rights
Plan and pursuant thereto declared a dividend of one Common Share Purchase Right
(a "Right") for each outstanding share of Common Stock. The dividend
distribution was made to the holders of record of Common Stock outstanding on
December 1, 1989, and is being made with respect to all shares of Common Stock
issued thereafter until the earliest to occur of the Distribution Date (as
defined below), the date on which the Rights are redeemed, and the expiration
date of the Rights (December 1, 1999, unless the expiration date is extended).
The "Distribution Date" is defined as the earlier to occur of (i) 10
days following a public announcement that a person or group of affiliated or
associated persons (other than Pall, any subsidiary of Pall, any employee
benefit plan of Pall or of any subsidiary of Pall, or any entity holding Common
Stock for or pursuant to the terms of such plan) has acquired beneficial
ownership of 20% or more of the outstanding shares of Common Stock (such person
or group being defined as the "Acquiring Person"), or (ii) 10 business days (or
later date as may be determined by action of Pall's Board prior to such time as
any person or group becomes an Acquiring Person) following the commencement of,
or announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group (other than Pall, any subsidiary of Pall, any employee benefit plan of
Pall or of any subsidiary of Pall, or any entity holding Common Stock for or
pursuant to the terms of such plan) of 20% or more of such outstanding shares of
Common Stock.
Until the Distribution Date, the Rights (i) will not be exercisable,
(ii) will be evidenced by the certificates for the Common Stock registered in
the names of the holders thereof and not by separate Rights certificates, and
(iii) will be transferable with and only with the Common Stock, and one Right
will be associated with each share of Common Stock, subject to adjustments in
certain events. Each Right, when it becomes exercisable, will entitle the
registered holder to purchase from Pall one share of Common Stock at a price of
$60, which price reflects stock splits declared from November 17, 1989, through
the date of this Prospectus, and is subject to further adjustment in certain
events (the "Purchase Price"). As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Rights Certificates") will
be mailed to holders of record of the Common Stock as of the close of business
on the Distribution Date and such separate Right Certificates alone will
evidence the Rights.
In the event that Pall is acquired by any person in a merger or other
business combination transaction, or 50% or more of its consolidated assets or
earning power are sold, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the
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<PAGE> 18
exercise thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
Right. In the event that (i) any person becomes an Acquiring Person, or (ii)
during such time as there is an Acquiring Person, there shall be a
reclassification of securities or a recapitalization or a reorganization of Pall
or other transaction or series of transactions involving Pall which has the
effect of increasing by more than 1% the proportionate share of the outstanding
shares of any class of equity securities of Pall or any of its subsidiaries
beneficially owned by the Acquiring Person, proper provision shall be made so
that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of shares of Common Stock (or other
securities, cash or property) having a market value of two times the exercise
price of the Right.
At any time after any person becomes an Acquiring Person and prior to
the acquisition by a person or group (other than Pall, any employee benefit plan
of Pall or of any subsidiary of Pall, or any entity holding shares of Common
Stock for or pursuant to the terms of such plan) of beneficial ownership of 50%
or more of the outstanding shares Common Stock (other than shares into which
nonvoting securities of Pall beneficially owned by such person or group can be
converted), the Board of Directors of Pall may exchange the Rights (other than
Rights owned by such person or group which will have become void), in whole or
in part, at an exchange ratio of one share of Common Stock per Right (subject to
adjustment).
At any time prior to such time as any person or group becomes an
Acquiring Person, the Board of Directors of Pall may redeem the Rights in whole,
but not in part, at a price of one-third of a cent per Right, which price
reflects stock splits declared from November 17, 1989, through the date of this
Proxy Statement-Prospectus and is subject to further adjustment in certain
events (the "Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon any redemption
of the Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of
Pall without the consent of the holders of the Rights, except that from and
after such time as any person becomes an Acquiring Person, no such amendment may
adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of Pall, including, without limitation, the right to
vote or to receive dividends.
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<PAGE> 19
PLAN OF DISTRIBUTION
The Shares offered hereby are to be sold from time to time through the
Agent by means of (a) ordinary brokers' transactions on the floor of any
exchange on which the Shares may be admitted to trading (the "Exchanges"), (b)
block transactions (which may involve crosses) in accordance with the rules of
the Exchanges, in which the Agent may attempt to sell Shares as agent but may
purchase and resell all or a portion of the block as principal, (c) "fixed price
offerings" off the floors of the Exchanges or "exchange distributions" and
"special offerings" of Shares pursuant to and in accordance with the rules of
the Exchanges, or (d) a combination of any such methods of sale, in each case on
the Exchanges, in the over-the-counter market, through negotiated transactions
or otherwise, at market prices prevailing at the time of the sale or at prices
otherwise negotiated. The Agent may, with the consent of the Company, sell any
or all of the Shares offered hereby. In connection therewith, distributors' or
sellers' commissions may be paid or allowed which will not exceed those
customary in the types of transactions involved. Pall has agreed to pay the
Agent a commission of five cents per Share for each agency transaction effected.
If the Agent purchases Shares as principal, it may resell such shares by any
available method of sale described above.
In the event that the Agent should conduct a "fixed price offering" of
the Shares off the floors of the Exchanges, the Agent as principal would
purchase a block of Shares from the Company and would form a group of selected
dealers to participate in the resale of the Shares. Any such offering, or any
"special offering" or "exchange distribution" by the Agent, would be described
in a supplement to this Prospectus setting forth the terms of the offering and
the number of Shares being offered.
In making this offering, the Agent and any other participating broker
or dealer may be deemed to be "underwriters" within the meaning of the
Securities Act, and the compensation of the Agent and any other broker or dealer
may be deemed to be underwriting commissions or discounts. The Company has
agreed to indemnify the Agent and certain of its affiliates against certain
liabilities, including liabilities under the Securities Act.
All of the expenses of the offering of the Shares will be paid by Pall.
Such expenses (not including brokers' commissions and other underwriting
compensation) are estimated at $30,000.
LEGAL MATTERS
Certain legal matters with respect to the Shares and Rights offered
hereby will be passed upon for the Company by Carter, Ledyard & Milburn, New
York, New York. Heywood Shelley, a member of the firm of Carter, Ledyard &
Milburn, is a director of the Company, owns 3,500 shares of Common Stock and has
options exercisable within 60 days of the date hereof to purchase 33,333 shares
of Common Stock.
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<PAGE> 20
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries incorporated in this Prospectus by reference to the Annual Report
on Form 10-K of the Company for the fiscal year ended August 3, 1996, have been
so incorporated in reliance on the report of KPMG Peat Marwick LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing.
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<PAGE> 21
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE IN THIS PROSPECTUS AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUM
STANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
PALL SINCE THE DATE HEREOF.
------------
TABLE OF CONTENTS
PAGE
----
Available Information.......................................................2
Incorporation of Certain
Documents by Reference..................................................2
The Company ...............................................................4
Use of Proceeds............................................................ 5
Market Prices of Common Stock
and Dividends.......................................................... 5
Pro Forma Financial Data................................................... 6
Description of Common Stock................................................13
Plan of Distribution.......................................................17
Legal Matters..............................................................17
Experts....................................................................18
PALL
CORPORATION
720,000 Shares
Common Stock
-----------------------
PROSPECTUS
__________, 1997
-----------------------
<PAGE> 22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses of the issuance and distribution of the securities being
registered hereby, other than selling discounts and commissions, if any, are
estimated as follows:
<TABLE>
<S> <C>
Registration fee ........................................... $ 5,646
Legal fees and expenses .................................... 12,500
Accountants' fees and expenses.............................. 10,000
Miscellaneous............................................... 1,854
-------
Total ............................................. $30,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 7.02 of the Registrant's Bylaws provides as follows:
"Indemnification. The Corporation shall indemnify any person
made or threatened to be made a party to any action or proceeding,
whether civil or criminal (and whether or not by or in the right of the
corporation or of any other corporation of any type or kind, domestic
or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise), by reason of the fact that such person, his
testator or intestate, is or was a director or officer of the
corporation or served any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity at the request of the
corporation, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and
necessarily incurred as a result of such action or proceeding, or any
appeal therein, provided that (i) no indemnification may be made to or
on behalf of any person if a judgment or other final adjudication
adverse to such person establishes that his acts were committed in bad
faith or were the result of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that he personally
gained in fact a financial profit or other advantage to which he was
not legally entitled; (ii) no indemnification shall be required in
connection with the settlement of any pending or threatened action or
proceeding, or any other disposition thereof except a final
adjudication, unless the corporation has consented to such settlement
or other disposition,
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<PAGE> 23
and (iii) the corporation shall not be obligated to indemnify any
person by reason of the adoption of this Section 7.02 if and to the
extent such person is entitled to be indemnified under a policy of
insurance as such policy would apply in the absence of the adoption of
this Section 7.02.
"Reasonable expenses, including attorneys' fees, incurred in
defending any action or proceeding, whether threatened or pending,
shall be paid or reimbursed by the corporation in advance of the final
disposition thereof upon receipt of an undertaking by or on behalf of
the person seeking indemnification to repay such amount to the corpora-
tion to the extent, if any, such person is ultimately found not to be
entitled to indemnifica tion.
"Notwithstanding any other provision hereof, no amendment or
repeal of this Section 7.02, or any other corporate action or agreement
which prohibits or otherwise limits the right of any person to
indemnification or advancement or reimbursement of expenses hereunder,
shall be effective as to any person until the 60th day following notice
to such person of such action, and no such amendment or repeal or other
corporate action or agreement shall deprive any person of any right
hereunder arising out of any alleged or actual act or omission
occurring prior to such 60th day.
"The corporation is hereby authorized, but shall not be
required, to enter into agreements with any of its directors, officers
or employees providing for rights to indemnification and advancement
and reimbursement of reasonable expenses, including attorneys' fees, to
the extent permitted by law, but the corporation's failure to do so
shall not in any manner affect or limit the rights provided for by this
Section 7.02 or otherwise.
"For purposes of this Section 7.02, the term 'the corporation'
shall include any legal successor to the corporation, including any
corporation which acquires all or substantially all of the assets of
the corporation in one or more transactions. For purposes of this
Section 7.02, the corporation shall be deemed to have requested a
person to serve an employee benefit plan where the performance by such
person of his duties to the corporation or any subsidiary thereof also
imposes duties on, or otherwise involves services by, such person to
the plan or participants or beneficiaries of the plan, and excise taxes
assessed on a person with respect to an employee benefit plan pursuant
to applicable law shall be considered fines.
"The rights granted pursuant to or provided by the foregoing
provisions of this Section 7.02 shall be in addition to and shall not
be exclusive of any other rights to indemnification and expenses to
which any such person may otherwise be entitled by law, contract or
otherwise."
Section 721 of the New York Business Corporation Law (the "B.C.L.")
provides that no indemnification may be made to or on behalf of any director or
officer of the Registrant if "a
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<PAGE> 24
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled." Section 7.02 of the
Registrant's By-Laws includes the foregoing statutory language.
The rights granted under Section 7.02 of the By-Laws are in addition
to, and are not exclusive of, any other rights to indemnification and expenses
to which any director or officer may otherwise be entitled. Under the B.C.L., a
New York corporation may indemnify any director or officer who is made or
threatened to be made a party to an action by or in the right of such
corporation against "amounts paid in settlement and reasonable expenses,
including attorneys' fees," actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in connection with
an appeal therein, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in the best interests of the
corporation, except that no indemnification shall be made in respect of (1) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (2) any claim, issue or matter as to which such director or officer shall
have been adjudged liable to the corporation, unless and only to the extent that
a court determines that the director or officer is fairly and reasonably
entitled to indemnity (B.C.L. Section 722(c)). A corporation may also indemnify
directors and officers who are parties to other actions or proceedings
(including actions or proceedings by or in the right of any other corporation or
other enterprise which the director or officer served at the request of the
corporation) against "judgments, fines, amounts paid in settlement and reason
able expenses, including attorneys' fees," actually or necessarily incurred as a
result of such actions or proceedings, or any appeal therein, provided the
director or officer acted, in good faith, for a purpose which he reasonably
believed to be in the best interests of the corporation (or in the case of
service to another corporation or other enterprise at the request of such
corporation, not opposed to the best interests of such corporation) and, in
criminal cases, that he also had no reasonable cause to believe that his conduct
was unlawful (B.C.L. Section 722(a)). Any indemnification under Section 722 may
be made only if authorized in the specific case by disin terested directors, or
by the board of directors upon the opinion in writing of independent legal
counsel that indemnification is proper, or by the shareholders (B.C.L. Section
723(b)), but even without such authorization, a court may order indemnification
in certain circumstances (B.C.L. Section 724). Further, any director or officer
who is "successful, on the merits or otherwise," in the defense of an action or
proceeding is entitled to indemnification as a matter of right (B.C.L.
Section 723(a)).
A New York corporation may generally purchase insurance, consistent
with the limitations of New York insurance law and regulatory supervision, to
indemnify the corporation for any obligation which it incurs as a result of the
indemnification of directors and officers under the provisions of the B.C.L., so
long as no final adjudication has established that the directors' or officers'
acts of active and deliberate dishonesty were material to the cause of action so
adjudicated or that the directors or officers personally gained in fact a
financial profit or other advantage (B.C.L. Section 726).
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<PAGE> 25
The Registrant has policies insuring its officers and directors against
certain civil liabilities, including liabilities under the Securities Act of
1933 (the "Securities Act").
ITEM 16. EXHIBITS
The index to exhibits appears immediately following the signature pages
of this Registration Statement.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement (Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the change in volume
represents no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.);
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in this Registration Statement; and
(iv) To file a post-effective amendment to this Registration
Statement to include any financial statements required by
Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering;
provided, however, that paragraphs (i) , (ii) and (iv) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in this Registration
Statement.
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<PAGE> 26
(2) For the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) For purposes of determining any liability under the Securities Act,
each filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions referred to in Item 15, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(6) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(7) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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<PAGE> 27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the under signed, thereunto
duly authorized, in the Village of East Hills, State of New York, on the 30th
day of December, 1996.
PALL CORPORATION
By:/s/Jeremy Hayward-Surry
----------------------------------------
Jeremy Hayward-Surry
President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes Eric
Krasnoff, Jeremy Hayward-Surry and Peter Schwartzman, and each of them singly,
his true and lawful attorneys-in-fact with full power to execute in the name of
such person, in the capacities stated below, and to file, such one or more
amendments to this Registration Statement as the Registrant deems appropriate,
and generally to do all such things in the name and on behalf of such person, in
the capacities stated below, to enable the Registrant to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission thereunder, and hereby ratifies and
confirms the signature of such person as it may be signed by said
attorneys-in-fact, or any one of them, to any and all amendments to this
Registration Statement.
II-6
<PAGE> 28
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the above power of attorney have been signed on
December 30, 1996, by the following persons in the capacities indicated.
Signature Title
--------- -----
/s/Eric Krasnoff
- ---------------------------- Chairman and Chief Executive
Eric Krasnoff Officer (Principal Executive
Officer) and Director
/s/Jeremy Hayward-Surry
- ---------------------------- President, Treasurer and Chief Financial Officer
Jeremy Hayward-Surry (Principal Financial Officer) and Director
/s/Peter Schwartzman
- ---------------------------- Chief Accountant
Peter Schwartzman (Principal Accounting Officer)
/s/Abraham Appel
- ---------------------------- Director
Abraham Appel
/s/Ulric Haynes, Jr.
- ---------------------------- Director
Ulric Haynes, Jr.
/s/Edwin W. Martin, Jr.
- ---------------------------- Director
Edwin W. Martin, Jr.
II-7
<PAGE> 29
/s/David B. Pall
- ---------------------------- Director
David B. Pall
/s/Katharine L. Plourde
- ---------------------------- Director
Katharine L. Plourde
/s/Chesterfield F. Seibert
- ---------------------------- Director
Chesterfield F. Seibert
/s/Heywood Shelley
- ---------------------------- Director
Heywood Shelley
/s/Alan B. Slifka
- ---------------------------- Director
Alan B. Slifka
/s/James D. Watson
- ---------------------------- Director
James D. Watson
/s/Derek T.D. Williams
- ---------------------------- Director
Derek T.D. Williams
II-8
<PAGE> 30
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------- -------
2* - Agreement and Plan of Reorganization and Merger, made on
October 27, 1996, by and among Pall Corporation, Pall
Acquisition Corporation and Gelman Sciences Inc.,
filed as Exhibit A to the Proxy Statement-Prospectus
constituting Part I of the Registrant's Registration
Statement on Form S-4, Registration No. 333-17417. The
copy so included does not include the schedule to the
Agreement and Plan of Reorganization and Merger listed
in the table of contents thereto. The Registrant
undertakes to furnish such schedule to the Commission
upon its request.
4* - Rights Agreement dated as of November 17, 1989, between the
Registrant and United States Trust Company of New York, as
Rights Agent, filed as Exhibit I to the Registrant's Registration
Statement on Form 8-A (File No. 1-4311) dated September 10,
1992, for the registration of the Common Share Purchase Rights
pursuant to Section 12(b) of the Securities Exchange Act of
1934.
5 - Opinion of Carter, Ledyard & Milburn with respect to the
securities being registered hereunder.
23(a) - Consent of KPMG Peat Marwick LLP.
23(b) - Consent of Carter, Ledyard & Milburn (included in Exhibit 5).
24 - Powers of Attorney (included in the signature page of this
Registration Statement).
- --------
*Incorporated herein by reference.
II-9
<PAGE> 1
CARTER, LEDYARD & MILBURN
Counselors at Law
2 Wall Street
New York, New York 10005
----------
(212) 732-3200
Fax (212) 732-3232
December 30, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form S-3 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to Pall Corporation, a New York corporation
(the "Company"), in connection with the proposed offer and sale of up to 720,000
treasury shares (the "Shares") of the Common Stock, par value $.10 per share of
the Company, and 720,000 Common Share Purchase Rights (the "Rights"), issuable
from time to time in one or more public offerings. Such offerings are the
subject of this Registration Statement on Form S-3 under the Securities Act of
1933 (the "Registration Statement"). Each Right is attached to one of the
Shares, and prior to the Distribution Date (as defined in the Rights Agreement
providing for the Rights), will be transferable with and only with, and will be
evidenced by the certificate evidencing, such Share.
We have examined (i) the certificate of incorporation and by-laws of
the Company, (ii) resolutions adopted by the Board of Directors of the Company
relating to the sale of the Shares, (iii) the prospectus which relates to the
offer and sale of the Shares and which constitutes Part I of the Registration
Statement (the "Prospectus"), and (iv) such other documents as we have deemed
necessary as a basis for this opinion. In such examination, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity with the originals of all documents submitted
to us as copies.
Based upon the foregoing, we are of the opinion that the Shares and
Rights are legally issued and the Shares are fully paid and nonassessable.
We hereby consent to the references to our name under the caption
"Legal Matters" in the Prospectus, and to the filing of this opinion as an
exhibit to the Registration Statement. In giving
<PAGE> 2
Securities and Exchange Commission -2-
this consent, we do not acknowledge that we come within the category of persons
whose consent is required by the Securities Act of 1933 or by the rules and
regulations promulgated thereunder.
Heywood Shelley, a member of this firm, is a director of the Company.
Very truly yours,
/s/ Carter, Ledyerd & Milburn
------------------------------
Carter, Ledyerd & Milburn
VM-S/lrh
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Pall Corporation:
We consent to the incorporation by reference, in this registration
statement on Form S-3 of Pall Corporation, of our reports dated September 3,
1996, relating to 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 the
years ended August 3, 1996, July 29, 1995 and July 30, 1994 and related
schedule, which reports are incorporated by reference or appear in the Annual
Report on Form 10-K of Pall Corporation for the fiscal year ended August 3,
1996.
Such reports refer to the adoption by the Company of the Financial
Accounting Standards Board's Statement No. 112, "Employers' Accounting for
Postemployment Benefits" in fiscal year 1995.
We also consent to the reference to our firm under the heading of
"Experts" in the registration statement.
KPMG PEAT MARWICK LLP
Jericho, New York
December 27, 1996
