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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended October 28, 2000
Commission File No. 1-4311
PALL CORPORATION
Incorporated in New York State I.R.S. Employer Identifi-
cation # 11-1541330
2200 Northern Boulevard, East Hills, N.Y. 11548
Telephone Number (516) 484-5400
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---- ----
At December 6, 2000, 122,598,648 shares of common stock of the Registrant were
outstanding.
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PALL CORPORATION
INDEX TO FORM 10-Q
------------------
COVER SHEET 1
INDEX TO FORM 10-Q 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed consolidated balance sheets - October 28, 2000
and July 29, 2000 3
Condensed consolidated statements of earnings -
three months ended October 28, 2000 and October 30, 1999 4
Condensed consolidated statements of cash flows -
three months ended October 28, 2000 and October 30, 1999 5
Notes to condensed consolidated financial statements 6
Item 2. Management's discussion and analysis of financial condition and
results of operations 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 6. Exhibits and reports on Form 8-K 14
SIGNATURES 15
EXHIBIT INDEX 16
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (in thousands)
October 28, July 29,
ASSETS 2000 2000
----------- -----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 66,811 $ 81,008
Short-term investments 77,300 60,700
Accounts receivable, net of allowances
for doubtful accounts of $7,754
and $7,832, respectively 303,045 337,806
Inventories - Note 2 213,143 202,959
Other current assets 75,164 70,703
----------- -----------
Total Current Assets 735,463 753,176
Property, plant and equipment, net of
accumulated depreciation of $447,567
and $443,875, respectively 499,024 503,755
Other assets 250,028 250,321
----------- -----------
Total Assets $ 1,484,515 $ 1,507,252
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable to banks $ 111,068 $ 112,543
Accounts payable and
other current liabilities 205,894 214,079
Income taxes 24,040 31,055
Current portion of long-term debt 59,037 80,002
----------- -----------
Total Current Liabilities 400,039 437,679
Long-term debt, less current portion 260,659 223,915
Deferred taxes and other
non-current liabilities 82,259 84,352
----------- -----------
Total Liabilities 742,957 745,946
----------- -----------
Stockholders' Equity:
Common stock, $.10 par value 12,796 12,796
Capital in excess of par value 106,227 103,935
Retained earnings 798,228 793,491
Treasury stock, at cost (116,832) (104,625)
Stock option loans (5,574) (5,584)
Accumulated other comprehensive loss:
Foreign currency translation adjustment (47,046) (33,350)
Minimum pension liability (1,155) (1,271)
Unrealized investment losses (5,182) (4,086)
Unrealized gains on derivatives - Note 3 96 --
----------- -----------
(53,287) (38,707)
Total Stockholders' Equity 741,558 761,306
----------- -----------
Total Liabilities and
Stockholders' Equity $ 1,484,515 $ 1,507,252
=========== ===========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
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PALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(in thousands,
except per share data)
Three Months Ended
---------------------
Oct. 28, Oct. 30,
2000 1999
--------- ---------
Net sales $ 278,151 $ 267,122
--------- ---------
Costs and expenses:
Cost of sales 127,990 124,746
Selling, general and
administrative expenses 99,609 96,053
Research and development 13,104 11,818
Gain on sale of property -- (1,320)
Interest expense, net 4,227 3,490
--------- ---------
Total costs and expenses 244,930 234,787
--------- ---------
Earnings before income taxes 33,221 32,335
Income taxes 7,641 7,437
--------- ---------
Net earnings $ 25,580 $ 24,898
========= =========
Earnings per share:
Basic $ 0.21 $ 0.20
Diluted $ 0.21 $ 0.20
Dividends declared per share $ 0.165 $ 0.160
Average number of shares outstanding:
Basic 122,937 124,178
Diluted 123,843 125,161
See accompanying Notes to Condensed Consolidated Financial Statements.
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PALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
---------------------
Oct. 28, Oct. 30,
2000 1999
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 38,581 $ 72,546
--------- ---------
INVESTING ACTIVITIES:
Capital expenditures (18,868) (18,434)
Disposals of fixed assets 1,499 3,165
Short-term investments (16,600) 4,545
Benefits protection trust (3,947) --
Acquisitions of businesses, net of cash acquired (1,426) --
--------- ---------
NET CASH USED BY INVESTING ACTIVITIES (39,342) (10,724)
--------- ---------
FINANCING ACTIVITIES:
Notes payable (166,530) (64,207)
Long-term borrowings 212,803 7,827
Payments on long-term debt (26,714) (8,175)
Net proceeds from stock plans 4,187 2,486
Purchase of treasury stock (14,977) (1,613)
Dividends paid (20,358) (19,871)
--------- ---------
NET CASH USED BY FINANCING ACTIVITIES (11,589) (83,553)
--------- ---------
CASH FLOW FOR PERIOD (12,350) (21,731)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 81,008 86,677
EFFECT OF EXCHANGE RATE CHANGES ON CASH (1,847) 57
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 66,811 $ 65,003
========= =========
Supplemental disclosures:
Interest paid $ 4,400 $ 5,126
Income taxes paid (net of refunds) 15,571 4,962
See accompanying Notes to Condensed Consolidated Financial Statements
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PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
----------------------------------------------------------------
NOTE 1 - BASIS OF PRESENTATION
The financial information included herein is unaudited. However, such
information reflects all adjustments which are, in the opinion of management,
necessary to present fairly the Company's financial position, results of
operations and cash flows as of the dates and for the periods presented herein.
These financial statements should be read in conjunction with the financial
statements and notes set forth in the Company's Annual Report on Form 10-K for
the fiscal year ended July 29, 2000.
NOTE 2 - INVENTORIES
The major classes of inventory are as follows: (in thousands)
Oct. 28, July 29,
2000 2000
----------- -----------
Raw materials and components $ 83,316 $ 85,171
Work-in-process 23,417 18,044
Finished goods 106,410 99,744
----------- -----------
Total inventory $ 213,143 $ 202,959
=========== ===========
NOTE 3 - NEW ACCOUNTING STANDARD
On July 30, 2000, the Company adopted SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which, as amended, is effective for fiscal
years beginning after June 15, 2000. This statement establishes accounting and
reporting standards for derivative instruments and requires the recognition of
all derivative instruments as either assets or liabilities in the statement of
financial position based on their fair values. Changes in the fair values are
required to be reported in earnings or other comprehensive income depending on
the use of the derivative and whether it qualifies for hedge accounting.
Derivatives designated as effective cash flow hedges qualify for hedge
accounting and, therefore changes in fair values are recognized in other
comprehensive income. Changes in fair values related to the ineffective portion
of cash flow hedges, as well as fair value hedges, must be recognized
immediately in earnings.
The Company uses derivative instruments primarily to manage exposures related to
foreign currency denominated receivables and payables and variable rate debt
instruments. To accomplish this, the Company uses certain contracts, primarily
foreign currency forward contracts and interest rate swaps, which minimize cash
flow risks from changes in foreign currency exchange rates and increases in
interest rates. Based on management's review, the Company has determined that
these contracts are effective cash flow hedges. The cumulative effect of the
change in accounting was not significant.
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NOTE 4 - COMPREHENSIVE INCOME
The components of comprehensive income for the three months ended October 28,
2000 and October 30, 1999 were comprised of the following:
(in thousands)
--------------------
Oct. 28, Oct. 30,
2000 1999
-------- --------
Net income $ 25,580 $ 24,898
-------- --------
Foreign currency translation adjustment (13,260) 3
Income taxes (436) 824
-------- --------
Foreign currency translation adjustment, net (13,696) 827
-------- --------
Minimum pension liability adjustment 193 (395)
Income taxes (77) 176
-------- --------
Minimum pension liability adjustment, net 116 (219)
-------- --------
Unrealized investment losses (1,685) (1,908)
Income taxes 589 668
-------- --------
Unrealized investment losses, net (1,096) (1,240)
-------- --------
Unrealized gains on derivatives 148 --
Income taxes (52) --
-------- --------
Unrealized gains on derivatives, net - Note 3 96 --
-------- --------
Total comprehensive income $ 11,000 $ 24,266
======== ========
NOTE 5 - SEGMENT INFORMATION
The Company applies the provisions of SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information" (SFAS No. 131) in disclosing segment
information in the footnotes to its consolidated financial statements. SFAS No.
131 requires the reporting of certain information about the Company's operating
segments (markets) on a basis consistent with the way in which the Company is
managed and operated.
Toward the end of fiscal 2000 and in the first quarter of fiscal 2001, the
Company undertook certain business realignments that changed the way the Company
is managed and operated. Aeropower and Fluid Process, previously managed as two
operating segments, were consolidated under the management of one segment,
Industrial. In addition, Food and Beverage and Specialty Materials were
transferred out of BioPharmaceuticals to the Industrial segment and Medical
sub-segment, respectively.
As a result of these changes, the composition of the Company's operating
segments has changed such that the Company has identified two operating
segments: Health Care and Industrial. Health Care is comprised of two newly
defined sub-segments: Medical and BioPharmaceuticals. Medical is further defined
into two additional product lines: Blood and Critical Care, which includes
Specialty Materials. The Industrial sub-segments are now Aerospace,
Microelectronics and General Industrial, which includes the Food and Beverage
product line.
The Company's underlying accounting records continue to be maintained on a legal
entity basis for statutory and public reporting purposes. Many of the legal
entities operate in more than one sub-segment. For internal reporting
purposes,the Company has historically categorized and monitored sales by the
sub-segments, and further, by product lines which comprise its two principal
markets. However, the Company does not categorize other required segment
disclosures by the sub-segments and product lines within its two principal
markets. Accordingly, operating profit is disclosed for the two principal
markets only.
The prior year amounts have been restated to reflect this change.
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Market Segment Information: Three Months Ended
----------------------
(in thousands) Oct. 28, Oct. 30,
2000 1999
-------------------------------------------------------------------------
Sales to Unaffiliated Customers:
Blood $ 50,067 $ 48,572
Critical Care 24,072 27,226
------------ ------------
Medical 74,139 75,798
BioPharmaceuticals 52,260 52,940
------------ ------------
Total Health Care 126,399 128,738
General Industrial 87,738 89,549
Aerospace 33,806 30,013
Microelectronics 30,208 18,822
------------ ------------
Total Industrial 151,752 138,384
------------ ------------
Total $ 278,151 $ 267,122
-------------------------------------------------------------------------
Operating Profit:
Health Care $ 25,993 $ 29,249
Industrial 27,299 19,742
------------ ------------
Subtotal 53,292 48,991
Gain on sale of property - 1,320
General corporate expenses (15,844) (14,486)
Interest expense, net (4,227) (3,490)
------------ ------------
Earnings before income taxes $ 33,221 $ 32,335
-------------------------------------------------------------------------
Geographic Segment Information (a):
(in thousands)
Sales to Unaffiliated Customers:
Western Hemisphere $ 132,545 $ 122,715
Europe 86,637 95,964
Asia 58,969 48,443
------------ ------------
Total $ 278,151 $ 267,122
-------------------------------------------------------------------------
Operating Profit:
Western Hemisphere $ 30,323 $ 29,073
Europe 15,071 18,541
Asia 10,365 5,574
Eliminations (2,467) (4,197)
------------ ------------
Subtotal 53,292 48,991
Gain on sale of property - 1,320
General corporate expenses (15,844) (14,486)
Interest expense, net (4,227) (3,490)
------------ ------------
Earnings before income taxes $ 33,221 $ 32,335
-------------------------------------------------------------------------
(a) Certain prior year amounts have been reclassified to conform to the
current year presentation.
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NOTE 6 - NOTES PAYABLE AND LONG-TERM DEBT
During the quarter, the Company completed a $100 million private placement of
7.83% unsecured senior notes due in 2010. In addition, the Company closed a $200
million unsecured senior revolving credit facility, of which $150 million
expires in 2005 and $50 million renews annually. Borrowings under this facility
bear interest at a floating rate based upon LIBOR. The agreements contain
various covenants, including financial covenants pertaining to interest
coverage, funded debt and minimum net worth. As a result of these transactions,
uncommitted lines of credit amounting to $230 million were cancelled and the
immediate credit availability of the Company increased $70 million. $170.2
million of then outstanding notes payable, which were immediately repaid with
proceeds of these transactions, were classified as long-term debt in the
consolidated balance sheet at July 29, 2000. However, such proceeds are
reflected in the consolidated statement of cash flows during the first quarter
of fiscal 2001.
NOTE 7 - OTHER MATTERS
The Company bought back an additional $15 million of its common stock during the
first quarter and $20 million year-to-date leaving $175 million remaining under
the current $200 million authorization program.
The results of operations for the first quarter of fiscal 2000 include a $1,320
gain on the sale of a property in the United Kingdom, which was included in
Restructuring and other charges, net, in the fiscal 2000 Statement of Earnings.
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Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Management's discussion & analysis may contain "forward looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. These
statements are based on current Company expectations and are subject to risks
and uncertainties, which could cause actual results to differ materially. In
addition to foreign exchange rates, such risks and uncertainties include, but
are not limited to, regulatory approval, market acceptance of new technologies,
economic conditions and market demand.
I. Results of Operations
Review of Consolidated Results
Sales for the quarter were $278.2 million, an increase of 4%, compared to $267.1
million in the first quarter of last year. Exchange rates, primarily the
weakness of European currencies against the U.S. dollar, decreased sales by 6%,
or $16.2 million. In local currency, sales increased 10%. Microelectronics and
Aerospace sales within the Industrial segment were the principal contributors to
the sales growth. Overall, pricing was flat in the quarter. A 2% price decline
in Medical sales was offset by price increases in other products.
Cost of sales, as a percentage of sales has improved to 46.0% from 46.7% last
year, despite the continued change in the mix of blood filter product line sales
within the Medical portion of the Health Care segment. This was largely due to
improvements in the Industrial segment margins which benefited from
Microelectronics and Aerospace sales growth.
Selling, general and administrative expenses as a percentage of sales reduced
.2% while R&D expenses increased $1.3 million, or .3% as a percentage of sales,
due to increased R&D with V.I. Technologies, Inc.
The effective income tax rate for the quarter in both years was 23%.
Net earnings were $25.6 million, or 21 cents per share, compared to last year's
$24.9 million, or 20 cents per share. Excluding a one-time gain of $0.9 million
(after pro forma tax effect), or one cent per share, on the sale of a property
in the U.K. in last year's first quarter, earnings increased 10 1/2%.
The Company started the year with the following goals:
o Increase local currency sales growth in the range of 8% to 10%.
o Gross margins no worse than flat.
o Reduce selling, general and administrative expenses as a percentage of
sales by at least 1 percentage point.
o Increase earnings before interest and taxes at a faster rate than sales.
Based upon performance in the first quarter, these goals remain intact.
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Review of Market and Geographic Segments
Toward the end of fiscal 2000 and in the first quarter of fiscal 2001, the
Company undertook certain business realignments that changed the way the Company
is managed and operated. Aeropower and Fluid Process, previously managed as two
operating segments, were consolidated under the management of one segment,
Industrial. In addition, Food and Beverage and Specialty Materials were
transferred out of BioPharmaceutical to the Industrial segment and Medical
sub-segment, respectively.
As a result of these changes, the composition of the Company's operating
segments has changed such that the Company has identified two operating
segments: Health Care and Industrial. Health Care is comprised of two newly
defined sub-segments: Medical and BioPharmaceuticals. Medical is further defined
into two product lines: Blood and Critical Care, which includes Specialty
Materials. The Industrial sub-segments are now Aerospace, Microelectronics and
General Industrial, which includes the Food and Beverage product line. The prior
year amounts have been restated to reflect this change and the discussion that
follows is consistent with this presentation.
Health Care sales increased 3 1/2% in local currency; however, the weakness of
foreign currency exchange rates, particularly the Euro, turned the local
currency growth into a reported decrease of 2%. A 6 1/2% local currency increase
in blood filter sales reflects the continued shift in sales away from hospitals
to blood centers where sales decreased 15% and increased 17%, respectively.
Sales to blood centers now represent about three-quarters of total blood filter
sales. Competitive conditions in the blood market have contributed to price
reductions of approximately 2% compared to last year's first quarter. Critical
Care sales, including Specialty Materials, decreased 5 1/2% in local currency
primarily due to the timing of OEM orders in the United States which was
partially offset by growth in both Europe and Asia. Within Critical Care,
Specialty Materials was down 10% in local currency, again primarily in the
United States with offsetting growth in Europe and Asia. BioPharmaceutical local
currency sales increased 6% with classic BioPharmaceutical and biotechnology
growth of 8 1/2% partially offset by flat Laboratory products sales.
Industrial sales increased 16 1/2% in local currency led by the Microelectronics
and Aerospace sub-segments where sales grew 65 1/2% and 17%, respectively. In
reported amounts, Industrial sales were up 9 1/2%. Microelectronics sales were
strong in all geographies, up 60% in the Western Hemisphere, 80% in Europe and
63 1/2% in Asia in local currencies. Aerospace sales posted double digit growth
in the Western Hemisphere and Europe, where the Commercial product line sales
benefited from the introduction of a new two-stage jet engine filter and were
partially offset by a 4 1/2% decrease in Military product line sales. Sales in
the General Industrial sub-segment, increased 5 1/2% in local currency. Within
General Industrial sales increased in the following product lines in local
currency: Machinery & Equipment - 8%, Power Generation - 9%, Industrial Process
- 5% and Water - 31%. Also, within this sub-segment, sales in Food & Beverage
and Fuels and Chemicals were down slightly.
During the quarter, consolidated operating profits grew to 19.2% compared to
18.3% last year. In Health Care, the operating profit margin for the quarter has
decreased approximately 2% to 20.6% due to additional costs for the new plant in
Italy, increased research and development costs relating to V.I. Technologies,
Inc. and price reductions in the blood filter product line. Operating profit in
Industrial, which was driven by strong growth in Microelectronics and Aerospace
sales and improved margins in systems business, has grown to 18.0% from 14.3% in
the same quarter last year.
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By geography, Western Hemisphere sales have increased 8% for the quarter, while
operating profit as a percentage of sales has decreased from 23.7% to 22.9%,
reflecting increased research and development costs relating to V.I.
Technologies, Inc. and price reductions in the blood filter product line. Local
currency sales in Europe increased 6%; however, reported sales decreased by 9
1/2% reflecting the negative impact of the weak Euro. Operating profits in
Europe have declined for the quarter from 19.3% to 17.4% also as a result of the
weak Euro. Reported sales in Asia increased 21 1/2% in the quarter. In local
currency, sales in Asia have increased 23 1/2% fueled by growth in
Microelectronics and overall growth in Japan and Korea. Operating margins in
Asia improved by 6.1% in the quarter to 17.6% due to increased sales volume.
II. Liquidity and Capital Resources
The Company's balance sheet is affected by the spot exchange rates used at the
end of the quarter for translating local currency amounts into U.S. dollars. In
relation to the spot exchange rates at the end of last year, the European
currencies have generally weakened against the dollar while the Asian currencies
have been stable.
Compared to the first quarter last year, net cash provided by operating
activities has decreased by approximately $34 million primarily due to increased
inventory levels, lower first quarter accounts receivable collection and a
reduction in income taxes payable. The Company purchased approximately $15
million of treasury stock during the quarter and $20 million year-to-date
leaving $175 million of the $200 million authorized by the Board of Directors
last January. Capital expenditures and depreciation and amortization expense for
the quarter were $18.9 million and $17.6 million, respectively. Capital
expenditures are expected to be approximately $90 million for fiscal 2001. In
addition, the Company expects to make an additional $4 million milestone
investment in V.I. Technologies, Inc. coincident with the beginning of phase II
clinical trials of the commercialized pathogen inactivation technology in the
second quarter of fiscal 2001. An offer to purchase all of the outstanding
shares of a publicly traded entity in the U.K. in which the Company has an
investment was made during the quarter. The transaction is subject to the
approval of the entity's shareholders. As a result, the Company anticipates it
will record a realized loss of approximately $0.8 million in the second quarter
of fiscal 2001 and will receive approximately $0.7 million in proceeds upon the
sale of the shares.
During the quarter, the Company completed a $100 million private placement of
7.83% unsecured senior notes due in 2010. In addition, the Company closed a $200
million unsecured senior revolving credit facility, of which $150 million
expires in 2005 and $50 million renews annually. Borrowings under this facility
bear interest at a floating rate based upon LIBOR. The agreements contain
various covenants, including financial covenants pertaining to interest
coverage, funded debt and minimum net worth. As a result of these transactions,
uncommitted lines of credit amounting to $230 million were cancelled and the
immediate credit availability of the Company increased $70 million. $170.2
million of then outstanding notes payable were immediately repaid with proceeds
of these transactions. Overall, net debt increased approximately $11.9 million
from year-end. This represented 28% of net debt plus equity compared to 27% at
year-end.
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III. Other Matters
Euro Currency Conversion
A new European currency (Euro) was introduced in January 1999 to replace the
separate (legacy) currencies of eleven individual countries. This will entail
changes in our operations as we modify systems and commercial arrangements to
deal with the new currency. Modifications will be necessary in operations such
as payroll, benefits and pension systems, contracts with suppliers and customers
and internal financial reporting systems. A three-year transition period is
expected during which transactions can be made in the legacy currencies. This
may require dual currency processes for our operations. We have identified
issues involved and are developing and implementing solutions. The cost of this
effort is not expected to have a material effect on our business or results of
operations. There is no guarantee, however, that all problems will be foreseen
and corrected, or that no material disruption of our business will occur. The
conversion to the Euro may have competitive implications on our pricing and
marketing strategies; however, any such impact is not known at this time.
Currently, about 25% of the Company's sales are in countries that have adopted
the Euro.
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PART II. OTHER INFORMATION
ITEM 1. 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 (amended September 1996 and October 1999), which resolved that litigation,
Gelman is remediating the contamination without admitting wrongdoing. In
February 2000 the State Assistant Attorney General filed a Motion to Enforce
Consent Judgement in the Court seeking approximately $4.9 million in stipulated
penalties for alleged violations of the consent judgment and additional
injunctive relief. Gelman disputed these assertions and in July 2000, the Court
took the matter of penalties "under advisement" and clearly stated its intent to
assure completion of the cleanup program already under way. In the opinion of
management, the Company is in substantial compliance with applicable
environmental laws and its current accruals for environmental remediation are
adequate.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
See the Index to Exhibits for a list of exhibits filed herewith.
(b) Reports on Form 8-K.
The Company filed no reports on Form 8-K during the three months
ended October 28, 2000.
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SIGNATURES
Pursuant to the requirements 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.
PALL CORPORATION
December 12, 2000 /s/ John Adamovich, Jr.
----------------------- ------------------------
Date John Adamovich, Jr.
Chief Financial Officer
and Treasurer
December 12, 2000 /s/ Lisa Kobarg
----------------------- ------------------------
Date Lisa Kobarg
Chief Corporate
Accountant
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Exhibit Index
------------------
Exhibit
Number Description of Exhibit
------------- ------------------------------
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.
3 (ii)* By-Laws of the Registrant as amended on October
5, 1999, filed as Exhibit 3 (ii) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
July 31, 1999.
4 Credit Agreement dated as of August 30, 2000 by and
among the Registrant and Fleet Bank, National Association
as Administrative Agent, The Chase Manhattan Bank as
Syndication Agent, Wachovia Bank, N.A. as Documentation
Agent and The Lenders Party Thereto.
The exhibits filed herewith do not include other
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 (a)* Pall Corporation 1998 Employee Stock Option plan as
amended effective July 12, 2000, filed as Exhibit 99 to the
Registrant's Registration Statement on Form S-8
(Registration No. 333-51090).
27 Financial Data Schedule.
* Incorporated herein by reference.
(a) Management contract or compensatory plan or arrangement.
