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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 1997
PALL CORPORATION
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(Exact name of registrant as specified in its charter)
New York 1-4311 11-1541330
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2200 Northern Boulevard, East Hills, New York 11548
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(Address of principal executive offices) (Zip Code)
(516) 484-5400
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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Item 5 Other Events
On February 3, 1997, the Registrant completed its acquisition
of Gelman Sciences Inc. ("Gelman") in a transaction accounted
for as a pooling-of-interests (the "Merger"). Pursuant to
Section 7.13 of the Merger Agreement dated October 27, 1996, by
and among the Registrant, Pall Acquisition Corp. (a
wholly-owned subsidiary of the Registrant) and Gelman, the
unaudited condensed results of the combined operations of the
Registrant and Gelman are as follows -
(in thousands, except per share data)
For the month ended For the seven months ended
Mar. 1, 1997 Feb. 24, 1996 Mar. 1, 1997 Feb. 24, 1996
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Net sales $60,210 $66,176 $556,760 $551,501
Net earnings ($8,196)(a) $3,673 $38,055 (b) $57,289
Average outstanding
shares 126,448 125,210 125,796 124,821
Earnings per share ($0.06) $0.03 $0.30 $0.46
(a) Includes an accrual of $9,815 (pre-tax) for
Merger-related expenses.
(b) Includes an accrual of $13,726 (pre-tax) for
merger-related expenses. Of this amount, $9,815
relates to the Merger and $3,911 relates to the
termination of a previously proposed merger
transaction between Gelman and Memtec Limited.
The above information is unaudited. However, such information
reflects all material adjustments which are, in the opinion of
management, necessary to present fairly the condensed
information in accordance with generally accepted accounting
principles. The above information should be read in conjunction
with the Registrant's and Gelman's Annual Reports on Form 10-K
for the fiscal years ended August 3, 1996 and July 31, 1996,
respectively. Pro-forma financial information giving effect to
the Merger was previously reported in the Registrant's
Registration Statement on Form S-3, Registration No. 333-18971.
The above results are not indicative of the expected quarterly
or yearly results of the Registrant. The Registrant generally
generates approximately 20% of its quarterly revenues in the
first month of the quarter, 30% in the second month of the
quarter and 50% in the third month of the quarter. However, the
expenses are incurred more evenly over the quarter.
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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 hereunto duly authorized.
PALL CORPORATION
(Registrant)
By: /s/ Jeremy Hayward-Surry
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Jeremy Hayward-Surry
President, Treasurer and
Chief Financial Officer
Date: March 19, 1997