SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 1)
MILLIPORE CORPORATION
(Name of Issuer and Person Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
601073109
(CUSIP Number of Class of Securities)
Geoffrey Nunes
Senior Vice President and General Counsel
80 Ashby Road
Bedford, Massachusetts 01730
(617) 533-2209
(Name, Address and Telephone Number, of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
Copy to:
Steven F. Scott, Esq.
Ropes & Gray
One International Place
Boston, MA 02110
August 25, 1994
(Date Tender Offer First Published, Sent or Given to Security Holders)
Millipore Corporation, a Massachusetts corporation (the "Company"), hereby
amends its Statement on Schedule 13E-4 filed with the Securities and Exchange
Commission on August 25, 1994 (the "Statement"), relating to the Company's
offer to purchase up to 3,500,000 shares of its Common Stock, par value $1.00
per share (such shares, together with all other outstanding shares of Common
Stock of the Company, including the associated stock purchase rights issued
pursuant to the Shareholder Rights Agreement dated as of April 15, 1988 between
the Company and The First National Bank of Boston, as Rights Agent, are herein
referred to as "Shares"), at a purchase price not greater than $60 nor less
than $52 per share, net to the seller in cash. The amendment is set forth in
its entirety as follows:
Item 8. Additional Information.
(e) On September 23, 1994, the Company issued a press release, a copy of
which is filed as Exhibit (a)(11) hereto and is incorporated herein by
reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended by the addition of the following Exhibit:
(a)(11) Press Release dated September 23, 1994.
SIGNATURE
After due inquiry and, to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
MILLIPORE CORPORATION
September 23, 1994 By: /s/ John Gilmartin
John Gilmartin
President and
Chief Operating Officer
EXHIBIT INDEX
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Exhibit Numbered
No. Title Statement
Exhibit (a)(11) Press Release dated 5
September 23, 1994
EXHIBIT (a)(11)
For Immediate Release
Contact: John Glass, Director of Investor Relations
(617) 275-9200, ext. 2353
Geoffrey Helliwell, Director of Treasury Operations
(617) 275-9200, ext. 2032
Millipore Announces Completion of Dutch Auction Self Tender
Bedford, Massachusetts, September 23, 1994 - Millipore announced today that its
"Dutch Auction" self tender for shares of its common stock was successfully
completed at midnight, September 22, 1994. Based on a preliminary count of
tendered shares, Millipore expects to purchase approximately 3.8 million shares
at $57.25 per share. The final share count and purchase price is subject to
confirmation of the proper delivery of all shares tendered, expected on or
before September 30, 1994.
The shares to be purchased represent approximately 13 percent of the share
outstanding immediately prior to the tender offer. After the purchase of
shares pursuant to the offer the Company will have approximately 24.6 million
shares of common stock outstanding.
Millipore recently completed the divestment of its Waters Chromatography and
Biosearch Divisions. The proceeds from these transactions, approximately $300
million, are being primarily applied to share repurchase through this Dutch
auction tender offer and then through future share repurchases on the open
market.
J.P. Morgan Securities, Inc., is acting as Dealer Manager for the tender offer
and D.F. King & Co., Inc. is acting as the information agent.
Millipore is a multinational company focused on applying purification
technology to critical research and manufacturing problems in global growth
markets, including the pharmaceutical/biotechnology, electronics/industrial,
university/government, and medical/health care markets.
