UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ROCHEM ENVIRONMENTAL, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
771311-10-7
- --------------------------------------------------------------------------------
(CUSIP Number)
Robert A. McTamaney
Carter, Ledyard & Milburn
2 Wall Street, New York, New York 10005
(212) 732-3200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 21, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 771311-10-7
1 NAME OF REPORTING PERSON: PALL CORPORATION
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 11-1541330
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
NUMBER OF 7 SOLE VOTING POWER: 8,589,714 shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 8,589,714 shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 8,589,714 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45%
14 TYPE OF REPORTING PERSON: CO
2
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the class
of Common Stock, $.001 par value per share (the "Common Stock").
The issuer of the Common Stock is Rochem Environmental, Inc. (the
"Issuer"), a Utah corporation whose principal executive offices are located at
610 North Milby Street, Houston, Texas 77003.
Item 2. Identity and Background.
This Statement is being filed by Pall Corporation ("Pall"), a New York
corporation. The address of Pall's principal business and principal office is
2200 Northern Boulevard, East Hills, New York 11548.
Pall's principal business includes engineering, manufacturing and selling
filters 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.
The following is information concerning each executive officer or director
of Pall:
1. Name: John Adamovich
Position with Pall: Group Vice President and Treasurer (Chief Financial
Officer)
Present Principal Occupation: Same
Business Address: Pall Corporation, 2200 Northern Boulevard, East Hills,
New York 11548
Citizenship: United States
- 3 -
<PAGE>
2. Name: Abraham Appel
Position with Pall: Director
Present Principal Occupation: President, Appel Consultants, Inc.,
consultants on financing and foreign trade
Business Address: 18A Hazelton Avenue, Suite E406, Toronto M5R 2E2, Canada
Citizenship: Canada
3. Name: Steven Chisolm
Position with Pall: Senior Vice President
Present Principal Occupation: Same
Business Address: Pall Corporation, 2200 Northern Boulevard, East Hills,
New York 11548
Citizenship: United States
4. Name: Peter Cope
Position with Pall: Group Vice President
Present Principal Occupation: Same
Business Address: Pall Corporation, 2200 Northern Boulevard, East Hills,
New York 11548
Citizenship: United States
5. Name: Ulric S. Haynes, Jr.
Position with Pall: Director
Present Principal Occupation: Dean of the School of Business and Executive
Dean for University of International Relations, Hofstra University,
Hempstead, New York
- 4 -
<PAGE>
Business Address: 123 Hofstra University, Hempstead, New York 11550
Citizenship: United States
6. Name: Jeremy Hayward-Surry
Position with Pall: President and Director
Present Principal Occupation: Same
Business Address: Pall Corporation, 2200 Northern Boulevard, East Hills,
New York 11548
Citizenship: United States and United Kingdom
7. Name: Clifton S. Hutchings
Position with Pall: Group Vice President
Present Principal Occupation: Same
Business Address: Pall Industrial Hydraulics Ltd., Europa House,
Farlington, Portsmouth, Hants PO6 1TD, England
Citizenship: United Kingdom
8. Name: Paul Kohn
Position with Pall: Senior Vice President
Present Principal Occupation: Same
Business Address: Pall Trinity Micro, 3643 State Route 281, Cortland, New
York 13045
Citizenship: United States and United Kingdom
- 5 -
<PAGE>
9. Name: Eric Krasnoff
Position with Pall: Chairman and Chief Executive Officer and Director
Present Principal Occupation: Same
Business Address: Pall Corporation, 2200 Northern Boulevard, East Hills,
New York 11548
Citizenship: United States
10. Name: Edwin W. Martin, Jr.
Position with Pall: Director
Present Principal Occupation: President Emeritus, National Center for
Disability Services, 201 Willets Road, Albertson, New York
Residence Address: 409 Everglades Drive, Venice, Florida 34285
Citizenship: United States
11. Name: David B. Pall
Position with Pall: Director
Present Principal Occupation: Senior Scientist of Pall pursuant to a
Consulting Agreement
Business Address: Pall Corporation, 25 Harbor Park Drive, Port Washington,
New York 11050
Citizenship: United States
12. Name: Katharine L. Plourde
Position with Pall: Director
Present Principal Occupation: Principal and Analyst, Donaldson, Lufkin &
Jenrette, Inc., an investment banking firm, on leave of absence
- 6 -
<PAGE>
Residence Address: 120 East End Avenue, New York, New York 10028
Citizenship: United States
13. Name: Akio Satake
Position with Pall: Senior Vice President
Present Principal Occupation: Same
Business Address: Nihon Pall Ltd., 46, Kasuminosato, Ami-machi,
Inashiki-gan, Ibaraki, Japan 300-03
Citizenship: Japan
14. Name: Chesterfield F. Seibert, Sr.
Position with Pall: Director
Present Principal Occupation: Retired
Residence Address: 4483 Cosmos Hill Road, Cortland, New York 13045
Citizenship: United States
15. Name: Heywood Shelley, Esq.
Position with Pall: Director
Present Principal Occupation: Attorney
Business Address: Carter, Ledyard & Milburn, 2 Wall Street, New York, New
York 10005
Citizenship: United States
- 7 -
<PAGE>
16. Name: Robert Simkins
Position with Pall: Senior Vice President
Present Principal Occupation: Same
Business Address: Pall Corporation, 2200 Northern Boulevard, East Hills,
New York 11548
Citizenship: United States
17. Name: Alan B. Slifka
Position with Pall: Director
Present Principal Occupation: Managing Principal of Halcyon/Alan B. Slifka
Management Company, LLC, formerly Alan B. Slifka Company, L.P., New York,
New York, which company provides financial asset management through the
Halcyon and Gryphon Partnerships, of which it is managing general partner
Business Address: 477 Madison Avenue, 8th Floor, New York, New York 10022
Citizenship: United States
18. Name: Donald Stevens
Position with Pall: Group Vice President
Present Principal Occupation: Same
Business Address: Pall Corporation, 2200 Northern Boulevard, East Hills,
New York 11548
Citizenship: United States
19. Name: James D. Watson
Position with Pall: Director
- 8 -
<PAGE>
Present Principal Occupation: President, Cold Spring Harbor Laboratory, a
biomedical research institution specializing in genetics, located in Cold
Spring Harbor, New York
Business Address: Cold Spring Harbor Laboratory, 1 Bungtown Road, P.O. Box
100, Cold Spring Harbor, New York 11724
Citizenship: United States
20. Name: Gerhard Weich
Position with Pall: Group Vice President
Present Principal Occupation: Same
Business Address: Pall Deutschland GmbH, Philipp Reis-Str. 6, D-63303
Dreieich 1, Germany
Citizenship: Germany
21. Name: Arnold Weiner
Position with Pall: Group Vice President
Present Principal Occupation: Same
Business Address: Pall Corporation, 25 Harbor Park Drive, Port Washington,
New York, 11050
Citizenship: United States
22. Name: Derek T.D. Williams
Position with Pall: Executive Vice President and Chief Operating Officer
and Director
Present Principal Occupation: Same
Business Address: Pall Europe Ltd., Europa House, Farlington, Portsmouth,
Hants PO6 1TD, England
Citizenship: United Kingdom
- 9 -
<PAGE>
23. Name: Samuel Wortham
Position with Pall: Group Vice President
Present Principal Occupation: Same
Business Address: Pall Corporation, 2200 Northern Boulevard, East Hills,
New York 11548
Citizenship: United States
During the past five years, neither Pall nor (to the best knowledge of
Pall) any of its executive officers or directors listed above has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which proceeding
it, he or she was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, United
States federal or state securities laws, or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Share Purchase Agreement dated October 6, 1997 (the
"Agreement"), between Pall and Argentaurum A.G. ("Argentaurum"), Pall acquired
8,589,714 shares of Common Stock (the "Shares") at a price of $.20 per share, or
$1,717,942.80 in the aggregate, all of which was provided from Pall's working
capital.
- 10 -
<PAGE>
Item 4. Purpose of Transaction.
The Shares were acquired by Pall on January 21, 1998, as part of a
transaction in which Pall acquired all of the outstanding shares of common stock
of Argentaurum.
Apart from the foregoing, neither Pall nor any person named in Item 2 of
this Statement has any plan or proposal which relates to or would result in: (a)
the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) any changes in the Issuer's Articles of
Incorporation or other actions which may impede the acquisition of control of
the Issuer by any person; (h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or (j) any action similar to any of the foregoing.
- 11 -
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) and (b) Pall is the beneficial owner, with sole voting and dispositive
power, of 8,589,714 Shares, representing approximately 45% of the issued and
outstanding shares of Common Stock. To the best of Pall's knowledge, none of its
directors or executive officers listed in Item 2 above is the beneficial owner
of any shares of Common Stock.
(c) Apart from the acquisition by Pall of the 8,589,714 Shares on January
21, 1998, as described in Items 3 and 4 above, neither Pall, nor, to the best of
its knowledge, any of its directors and executive officers listed in Item 2 of
this Statement, has effected any other transactions in the Shares during the
past 60 days.
(d) Not applicable. (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Reference is made to Item 4 of this Statement and to the Agreement, a copy
of which is being filed herewith as Exhibit No. 1.
Item 7. Material to be Filed as Exhibits.
Exhibit No. 1 - Share Purchase Agreement dated October 6, 1997, made
between Pall Corporation and Argentaurum A.G.
- 12 -
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: January 26, 1998 PALL CORPORATION
By: /s/Mary Ann Bartlett
--------------------
Mary Ann Bartlett, Esq.
Secretary
Assistant General Counsel
- 13 -
<PAGE>
EXHIBIT INDEX
Exhibit No. 1 - Share Purchase Agreement dated October 6, 1997, made
between Pall Corporation and Argentaurum A.G.
EXECUTION COPY
--------------
Dated October 6, 1997
PALL CORPORATION
and
ARGENTAURUM A.G.
------------------------
SHARE PURCHASE AGREEMENT
------------------------
<PAGE>
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made this 6th day of October, 1997
BETWEEN
(1) PALL CORPORATION, a corporation formed under the laws of the State of New
York ("Pall"); and
(2) ARGENTAURUM A.G., a corporation formed under the laws of Switzerland (the
"Seller").
Pursuant to this Agreement, the Seller (or the appropriate affiliate of the
Seller) will sell and deliver to Pall (or, in Pall's discretion, an affiliate of
Pall), and Pall will purchase from the Seller, or from such appropriate
affiliate of the Seller:
(i) 15,000 shares of common stock of Rochem Separation Systems, Inc., a
Delaware corporation ("RSS"), owned by the Seller and its affiliates,
representing all of the outstanding capital stock of RSS; and
(ii) all of the 8,589,714 shares of common stock of Rochem Environmental
Inc., a Utah corporation ("REI"), owned by the Seller and its affiliates,
representing approximately 45% of the capital stock of REI,
against the Purchase Price (as defined below). RSS and REI are essential parts
of the reverse osmosis environmental filtration business (the "Business")
formerly conducted by certain affiliates of the Seller. The shares of RSS and
REI being purchased under this Agreement are collectively referred to herein as
the "Shares."
1. PURCHASE AND SALE OF THE SHARES
On the Closing Date, as defined in Clause 3.2 of this Agreement, the Seller
shall sell, convey and deliver to Pall, by delivery to a jointly-controlled
safety deposit box at Union Bank of Switzerland in escrow (as defined by and
under the terms of a separate Escrow Agreement (the "Escrow Agreement") between
Dr. Rohrer and Carter, Ledyard & Milburn ("CL&M"), in the form annexed as
Exhibit A to this Agreement), and Pall shall purchase from the Seller, the
Shares.
2. PURCHASE PRICE
The purchase price for the Shares shall be USD 1,717,942.80 for REI (20
cents per share) and USD 1,500,000 for RSS, totalling USD 3,217,942.80, and
shall be paid to the Seller by Pall into a joint escrow account established by
Dr. Rohrer and CL&M under the terms of the Escrow Agreement on the Closing Date.
2
<PAGE>
3. CLOSING
3.1 Closing.
A closing (the "Closing") will be held at Schurmann, Rausch und Rohrer,
Limmatquai 3, 8001 Zurich, Switzerland, at which Closing all documents and
instruments required to be delivered hereunder by the respective parties will be
exchanged by the parties.
3.2 Closing Date.
The date of the Closing shall be 15th of January 1998, to be effective as
of 1st January 1998 (the "Closing Date").
4. DOCUMENTS DELIVERED
4.1 By the Seller.
At the Closing the Seller shall deliver to Union Bank of Switzerland under
the terms of the Escrow Agreement the share certificates representing the Shares
duly endorsed for transfer to Pall.
The Seller shall also deliver all other documents, agreements and papers
customarily delivered to the purchaser of a company at the closing of the sale
and purchase of such shares.
4.2. By Pall.
At the Closing, Pall shall deliver such documents and papers customarily
delivered to the sellers of a company at the closing of the sale and purchase of
such company.
5. GOVERNING LAW AND PLACE OF JURISDICTION
This Agreement shall be construed in accordance with Swiss law. Any
controversy or claim arising out of or relating to this Agreement shall be
submitted to the ordinary courts in Zurich.
6. EXPENSES
Except as otherwise provided herein, Pall shall bear it own costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby, including fees, commissions, expenses and reimbursements
incurred by or required to be paid to his or its professional advisors, and
brokerage fees, commissions or finder's fees required to be paid to any broker,
finder, financial adviser or other person, and the Seller shall bear its own
costs and expenses.
3
<PAGE>
7. NOTICES
All notices required to be given under the terms of this Agreement or which
any of the parties desires to give hereunder shall be in writing and personally
delivered or sent by registered or certified mail, return receipt requested, or
sent by telecopier, addressed as follows:
(a) To Pall. If to Pall addressed to:
Pall Corporation
2200 Northern Boulevard
East Hills, New York 11548
Attention: Mr. Jeremy Hayward-Surry
Telecopier No.: 516-484-3529
with a copy to Pall's General Counsel.
(b) To the Seller. If to the Seller addressed to:
Dr. iur. Hans J. Rohrer
Schurmann, Rausch und Rohrer
Limmatquai 3, 8001 Zurich, Switzerland
Telecopier No.: 011-41-1-262-5005
[Signature page follows]
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
PALL CORPORATION
By /s/Arnold Weiner
----------------
ARGENTAURUM A.G.
By:/s/Irene Eggmann
----------------
5
