SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1994
MILLIPORE CORPORATION
(Name of issuer of the securities held Pursuant to the Plan)
80 Ashby Road
Bedford, Massachusetts 01730
(Address of the principal executive office
of the issuer)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION
AND SAVINGS PLAN
BY:/s/Jeffrey D. Gard
Jeffrey D. Gard
Committee for Administration
of the Millipore Corporation
Employees' Participation and
Savings Plan
DATE: June 28, 1995
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
For the Years Ended December 31, 1994 and 1993
<PAGE>
MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION
AND SAVINGS PLAN
Index to Financial Statements and Supplemental Schedules
Financial Statements and Exhibits
Page
Report of Independent Accountants F-1
Statements of Net Assets Available for Plan Benefits at
December 31, 1994 and 1993 F-2
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1994 F-3
Notes to Financial Statements F-4 - F-13
Schedule of Assets Held for Investment at
December 31, 1994 F-14 - F-15
Schedule of Reportable Transactions for the year
ended December 31, 1994 F-16
Consent of Independent Accountants F-17
<PAGE>
Report of Independent Accountants
To the Trustees of Millipore Corporation
Employees' Participation and Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Millipore Corporation Employees' Participation and Savings
Plan as of December 31, 1994 and 1993, and the related statements of changes
in net assets available for plan benefits for the year ended December 31,
1994. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
Millipore Corporation Employees' Participation and Savings Plan as of
December 31, 1994 and 1993 and the changes in net assets available for plan
benefits for the year ended December 31, 1994 in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1)
assets held for investment and (2) reportable transactions are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The Fund
information in the statement of net assets for benefits and the statement of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund.
The supplemental schedules and Fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
Boston, Massachusetts Coopers & Lybrand L.L.P.
June 16, 1995
F-1
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
December 31, 1994 and 1993
<TABLE>
<CAPTION>
1994
Millipore Short-Term Guaranteed
Common Income Balanced Income Equity Loan
Stock Fund Fund Fund Fund Fund Total
Fund
Assets
<S> <C> <C> <C> <C> <C> <C> <C>
Cash $ - $ - $ - $ - $ - $ - $ -
Investments, at
fair value:
Common stock of
Millipore
Corporation, 49,886
shares
with a cost of 2,413,235 - - - - - 2,413,235
$1,802,564
Other Investments 21,381 9,536,291 43,924,441 3,566,108 4,548,472 - 61,596,693
Contributions
receivable:
Participation Plan - - 3,474,703 - - - 3,474,703
Savings Plan:
Employee 15,456 106,609 102,354 41,042 65,876 - 331,337
contribution
Employer 3,301 33,511 33,344 13,680 21,958 - 105,794
contribution
Dividends and 7,705 43,823 203,080 11,955 662 - 267,225
interest
Loan repayments
receivable 31,422 12,631 42,504 4,510 16,878 2,827,460 2,935,405
Total assets $2,492,500 $9,732,865 $47,780,426 $3,637,295 $4,653,846 $2,827,460 $71,124,392
Liabilities and Net Assets
Available for Plan Benefits
Accounts payable
and $ 8,504 $ 2,684 $ 46,129 $ 34,918 $ 10,579 $ - $102,814
accrued expenses
Due to Millipore
Corp. 316,738 - - - - - 316,738
Total liabilities 325,242 2,684 46,129 34,918 10,579 - 419,552
Net assets
available for
plan benefits 2,167,258 9,730,181 47,734,297 3,602,377 4,643,267 2,827,460 70,704,840
Total liabilities
and net assets
available for plan$2,492,500 $9,732,865 $47,780,426 $3,637,295 $4,653,846 $2,827,460 $71,124,392
benefits
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
December 31, 1994 and 1993
<TABLE>
<CAPTION>
1993
Millipore Short-Term Guaranteed
Common Income Balanced Income Equity Loan
Stock Fund Fund Fund Fund Fund Total
Fund
Assets
<S> <C> <C> <C> <C> <C> <C> <C>
Cash $ - $ - $ - $ - $ - $ - $ -
Investments, at
fair value:
Common stock of
Millipore
Corporation, 84,068
shares
with a cost of 3,362,720 - - - - - 3,362,720
$2,714,192
Other Investments 15,393 8,976,434 79,065,170 5,082,654 5,580,384 - 108,720,035
Contributions
receivable:
Participation Plan - - 6,799,572 - - - 6,799,572
Savings Plan:
Employee 40,333 250,987 171,530 75,738 88,336 - 626,924
contribution
Employer 11,715 70,147 50,580 21,778 25,214 - 179,434
contribution
Dividends and 11,917 57,851 130,109 167 197 - 200,241
interest
Loan repayments
receivable 7,881 68,749 51,371 4,223 15,039 5,922,916 6,070,179
Total assets $3,449,959 $19,424,168 $86,268,332 $5,184,560 $5,709,170 $5,922,916 $125,959,105
Liabilities and Net Assets
Available for Plan Benefits
Accounts payable
and $ 1,050 $ 6,786 $ 44,892 $ 447 $ 577 $ - $ 53,752
accrued expenses
Total Liabilities 1,050 6,786 44,892 447 577 - 53,752
Net assets
available for plan
benefits 3,448,909 19,417,382 86,223,440 5,184,113 5,708,593 5,922,916 125,905,353
Total liabilities
and net assets
available for plan$3,449,959 $19,424,168 $86,268,332 $5,184,560 $5,709,170 $5,922,916 $125,959,105
benefits
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
December 31, 1994
1994
<TABLE>
<CAPTION>
Millipore Short-Term Guaranteed
Common Income Balanced Income Equity Loan
Stock Fund Fund Fund Fund Fund Total
Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends on
Millipore $ 47,679 $ - $ - $ - $ - $ - $47,679
Corporation
common stock
Investment income - - 350,834 - - - 350,834
(Note F)
Interest 7,455 677,685 - 194,335 158,649 273,189 1,311,313
Net appreciation /
(depreciation) in
fair value of
investments 493,445 (448,770) - - (85,654) - (40,979)
Total investment 548,579 228,915 350,834 194,335 72,995 273,189 1,668,847
income
Contributions:
Company
contributions:
Participation Plan - - 3,474,703 - - - 3,474,703
Savings Plan 114,287 512,378 447,651 187,920 287,427 - 1,549,663
Employee Savings
Plan
contributions 452,407 1,597,850 1,675,855 738,526 1,184,553 - 5,649,191
Total contributions 566,694 2,110,228 5,598,209 926,446 1,471,980 - 10,673,557
Advance from 316,738 - - - - - 316,738
Millipore Corp.
Waters transfers (2,336,230) (8,575,917)(33,197,709)(2,047,512)(2,774,001) (2,639,980)(51,571,349)
Terminations and (213,193) (2,474,831)(11,210,959)(1,071,317) (753,788) (542,363)(16,266,451)
withdrawals
Expenses (5,890) (10,026) - (3,551) (2,388) - (21,855)
Loans to (19,554) (1,575) 36,720 28,249 142,462 (186,302) -
participants, net
Participant
interfund transfers(138,795) (963,995) (66,238) 391,614 777,414 - -
Net decrease (1,281,651) (9,687,201)(38,489,143)(1,581,736)(1,065,326) (3,095,456)(55,200,513)
Net assets
available
for plan benefits3,448,909 19,417,382 86,223,440 5,184,113 5,708,593 5,922,916 125,905,353
at January 1
Net assets
available for plan
benefits at $2,167,258 $ 9,730,181 $47,734,297 $3,602,377 $4,643,267 $2,827,460 $70,704,840
December 31
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
A. Description of the Plan
The Millipore Corporation Employees' Participation and Savings Plan-1994
Restatement (the Plan) covers all U.S. employees who have at least two
years continuous service with Millipore Corporation (the Company) and is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA). The Plan includes a profit participation feature
(Participation Plan) and a savings plan feature (Savings Plan). The
plan has been amended, effective January 1, 1986, to reduce the
eligibility requirements for the Savings Plan from two years to six
months. Effective April 1, 1989, eligibility for new hires to
participate in the Savings Plan was changed to one year.
Under the Participation Plan, the Company makes discretionary
contributions to the Plan of a percentage of the Company's profits as
designated by the Company's Board of Directors. Contributions are
allocated to participants' accounts based on participants' compensation
during the year for which the contribution is made and are invested in
the Balanced Fund. The Participation Plan is integrated with the
Retirement Plan for Employees of Millipore Corporation (Retirement
Plan), a separate plan, which provides guaranteed retirement income
levels to the extent such income levels are not provided by the
Participation Plan.
Under the Savings Plan, participants may make voluntary contributions of
up to 12% of their eligible compensation. Prior to April 1, 1987 all
participants with 10 or more years of service would receive a Company
match of 25% of their contributions. Participants with less than 10
years of service would receive a Company match of 25% of their
contribution up to 6% of their eligible compensation. Effective April
1, 1987, the Company changed its matching contribution policy for
participants with 10 or more years of service -- such participants
receive a Company match of 50% of their contribution up to 6% of their
eligible compensation.
Contributions under the Savings Plan and the Company's matching amount
may be invested, at the participants' election, in the Balanced Fund,
the Short-Term Income Fund, the Equity Fund, the Guaranteed Income Fund
or the Millipore Common Stock Fund. Participants are generally allowed
to borrow from the Plan the amounts contributed by them and the
Company's matching amount.
F-4
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
A. Description of the Plan (Continued)
Borrowings are evidenced by interest bearing promissory notes and are
reflected in the Loan Fund net of principal repayments. All interest
payments are credited to the participant's account.
All contributions, and income earned thereon, under both sections of the
Plan, are fully and immediately vested. Participants who are 59 1/2
years or older may at any time withdraw amounts contributed by them as
well as income earned thereon.
In the event of a participant's death, termination or retirement, all
amounts contributed to the Plan by, or on behalf of the participant,
including income earned thereon, will be distributed in a lump sum to
the participant or beneficiary. Participation Plan contributions in
such cases and income earned thereon may be transferred to the
Retirement Plan for distribution in accordance with its provisions.
A detailed description of the Plan is available upon request at the
Company's headquarters in Bedford, Massachusetts.
B. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual
method of accounting.
Investment Valuation
Money market funds are valued at cost, which approximates fair market
value. Mutual funds are recorded at their net asset value, which
approximates fair market value. Common stocks are valued at the last
reported sales price on the last business day of the year if traded on a
national securities exchange or the last reported bid price as of the
last business day of the year if traded on the over-the-counter market.
Insurance contracts are valued at contract value. Purchases and sales
of securities are recorded on a trade date basis. Realized gains and
losses on sales of securities are based on average cost. The Plan
presents in the statement of changes in net assets available for plan
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
F-5
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
B. Summary of Significant Accounting Policies (Continued)
Dividend and Interest Income
Dividend income is recorded on the ex-dividend date. Interest income is
recorded as earned on an accrual basis.
Contributions
Contributions from the Company under the Participation Plan are accrued
and paid annually based upon a determination by the Board of Directors
of the Company in accordance with the provisions of the Plan.
Payment of Benefits
Benefits are recorded when paid.
C. Sale of Waters
On August 18, 1994, the Company sold its Waters Chromatography Division
to Waters Holding, Inc. Pursuant to the sale, the Company transferred
its assets from the Plan to the Trust for Waters Employee Investment
Plan in the fourth quarter. Transfers for each of the funds are
summarized below:
1994
Millipore Common Stock Fund $ 2,336,230
Short-Term Income Fund 8,575,917
Balanced Fund 33,197,709
Guaranteed Income Fund 2,047,512
Equity Fund 2,774,001
Loan Fund 2,639,980
Total Waters Transfer $51,571,349
The statement of changes in net assets available for plan benefits for
the year ended December 31, 1994 includes the operations and earnings
for the Waters employees through September 30, 1994, when the assets
were transferred. The earnings related to Waters can not be identified
on a separate basis.
Waters participants were not eligible for contributions from the Company
in 1994.
F-6
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
D. Investment Programs
The Plan's assets are invested among five investment funds and a loan
fund. The mix of investments within each fund is determined by the
trustees of the Plan.
Millipore Common Stock Fund:
This fund's investments consist primarily of Millipore Common Stock.
Short-Term Income Fund:
Investments of this fund include fixed income securities of money market
funds and mutual funds that are invested solely in United States
Treasury Securities.
Balanced Fund:
Investments of this fund include money market funds, and mutual funds
and are intended to provide a mixture of capital growth and income.
Guaranteed Income Fund:
Investments of this fund include a pension group annuity with a fixed
rate of interest which is determined annually.
Equity Fund:
Investments of this fund include equity mutual funds or convertible
bonds.
Loan Fund:
This fund consists of amounts borrowed by participants less principal
repayments. Loans to participants are reflected as an increase in Loan
Fund equity and as a decrease in the equity of the investment fund from
which the loan was made. Repayments, conversely, reduce loan fund
equity and increase the respective investment fund's equity. Interest
paid to the Plan on loans to participants is credited to the borrower's
account in the investment fund to which repayments are allocated.
F-7
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
D. Investment Programs (Continued)
Millipore Common Stock Fund
The Millipore Common Stock Fund's investments at December 31, 1994 and 1993
are summarized as follows:
- 1994 ------------- - 1993 -------------
Cost Fair Cost Fair
Value Value
Short-term investments $ 21,381 $21,381 $15,393 $15,393
Common stocks 1,802,564 2,413,235 2,714,192 3,362,720
Total investments $1,823,945 $2,434,616 $2,729,585 $3,378,113
Short-Term Income Fund
The Short Term Income Fund's investments at December 31, 1994 and 1993 are
summarized as follows:
- 1994 ------------- - 1993 -------------
Cost Fair Cost Fair
Value Value
Total short-term $9,778,157 $9,536,291 $18,882,630 $18,976,434
investments
Balanced Fund
The Balanced Fund's investments at December 31, 1994 and 1993 are summarized
as follows:
- 1994 ------------- - 1993 -------------
Cost Fair Cost Fair
Value Value
Short-term investments $45,126,351 $44,493,401 $72,767,753 $72,654,193
Mutual funds 5,335,849 5,670,989 9,927,870 12,120,578
Total investments $50,462,200 $50,164,390 $82,695,623 $84,774,771
Less: Retirement Plan (6,276,993) (6,239,949) (5,569,550) (5,709,601)
Net Investments $44,185,207 $43,924,441 $77,126,073 $79,065,170
Guaranteed Income Fund
The Guaranteed Income Fund's investments at December 31, 1994 and 1993 are
summarized as follows:
- 1994 ------------- - 1993--------------
Cost Contract Cost Contract
Value Value
Short-term investments $ 85,450 $85,450 $ 1,589 $ 1,589
Insurance contracts 3,480,658 3,480,658 5,081,065 5,081,065
Total investments $3,566,108 $3,566,108 $5,082,654 $5,082,654
F-8
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
D. Investment Programs (Continued)
Equity Fund
The Equity Fund's investments at December 31, 1994 and 1993 are
summarized as follows:
- 1994 ------------- - 1993--------------
Cost Fair Cost Fair
Value Value
Short-term $161,674 $161,674 $ 4,845 $4,845
investments
Mutual funds 4,327,950 4,386,798 5,092,939 5,575,539
Total Investments$4,489,624 $4,548,472 $5,097,784 $5,580,384
Significant Investments
The following table presents investments that represent 5 percent or
more of the Plan's total net assets as of December 31, 1994.
1994
Balanced Fund Investments $43,924,441
AIM Ltd. Maturity Treas. Shares 8,527,001
Investment Co. America 4,386,798
Participation and Non-Participation Directed Investment Programs
In September of 1994, the American Institute of Certified Public
Accountants issued Practice Bulletin 12, which is an interpretation of
paragraph 3.23k of the Audit and Accounting Guide - "Audits of Employee
Benefit Plans" ("the Guide"). The Bulletin is effective for plan years
beginning after December 15, 1993 . If an investment fund option
contains both participant-directed and nonparticipant-directed
investments, the participant-directed and nonparticipant-directed
portions should be disclosed separately. All fund options are
participant-directed except for the Balanced Fund. The following is a
schedule of the Balanced Fund's statements of net assets available for
plan benefits and statement of changes in net assets.
F-9
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
D. Investment Programs (Continued)
December 31, 1994 ----- December 31, 1993 -----
Participant Nonparticp. Participant Nonparticip.
Balanced Fund Directed Directed Total Directed Directed Total
Assets
Other $4,231,614 $39,692,827 $43,924,441 $9,191,790 $69,873,380 $79,065,170
Investments
Contribution
Receivable:
Participation
Plan - 3,474,703 3,474,703 - 6,799,572 6,799,572
Savings Plan:
Employee 102,354 - 102,354 171,530 - 171,530
contribution
Employer 33,344 - 33,344 50,580 - 50,580
contribution
Dividends and 19,564 183,516 203,080 12,529 117,580 130,109
Interest
Loan 42,504 - 42,504 51,371 - 51,371
repayment
receiv.
Total
Assets $4,429,380 $43,351,046 $47,780,426 $9,477,800 $76,790,532 $86,268,332
Liabilities &
Net Assets
Available for Plan
Benefits
Accounts
payable &
accrued $4,442 $ 41,687 $ 46,129 $5,221 $ 39,671 $ 44,892
expenses
Net assets
available for4,424,938 43,309,359 47,734,297 9,472,579 76,750,861 86,223,440
plan
benefits
Total
liabilities$4,429,380 $43,351,046 $47,780,426 $9,477,800 $76,790,532 $86,268,332
& net
assets
available for
plan
benefits
December 31, 1994 ------------------
Participant Nonparticipant
Balanced Fund Directed Directed Total
Investment Income $33,785 $317,049 $350,834
Company contributions:
Participation plan - 3,474,703 3,474,703
Savings plan 447,651 - 447,651
Employee savings plan
contributions 1,675,855 - 1,675,855
Waters transfers (6,343,891) (26,853,818) (33,197,709)
Terminations and withdrawals (831,523) (10,379,436) (11,210,959)
Loans to participants, net 36,720 - 36,720
Participant interfund (66,238) - (66,238)
transfers
Net decrease (5,047,641) (33,441,502) (38,489,143)
Net assets available for 9,472,579 76,750,861 86,223,440
plan benefits at Jan. 1
Net assets available for$4,424,938 $43,309,359 $47,734,297
Plan benefits at Dec. 31
F-10
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
E. Retirement Plan Investments
The assets of the Plan and the assets of the Retirement Plan are
commingled and jointly invested in the Balanced Fund. The Retirement
Plan's share of the investments of the Balanced Fund consists of
contributions, net of benefits paid, and a pro rata share of income
earned thereon.
F. Investment Income
Income earned on commingled investments of the Balanced Fund (Note E)
for the year ended December 31, 1994.
Interest and dividends $2,840,618
Realized gain (loss) on sales
of investments (552)
Unrealized appreciation
(depreciation) of investments (2,376,958)
Expenses (80,261)
Total net investment income $ 382,847
Portion attributable to the $ 350,834
Plan
Realized and unrealized gains and losses on investments of the Plan's funds
are summarized below. The Guaranteed Income Fund had no realized gains or
losses on investments in 1994.
F-11
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
F. Investment Income (Continued)
REALIZED AND UNREALIZED APPRECIATION / (DEPRECIATION) OF INVESTMENTS
-------- 1994 ---------------------------------------
Short- Millipore
Term Equity Common Balanced
Income Fund Stock Fund Total
Fund Fund
Net realized $(113,100) $338,098 $531,302 $ (552) $755,748
gain / loss
Net unrealized
appreciation
/(deprecation)
of investments (335,570) (423,752) (37,857) (2,376,958) (3,174,237)
Net
appreciation / $(448,770) $(85,654) $493,445 $(2,377,510) (2,418,489)
(depreciation)
of
investments
Income earned by each fund, including realized and unrealized gains and
losses on
investments, is allocated to participants' accounts based on their pro rata
share of contributions and income earned thereon. At December 31, 1994,
there were 392 employees participating in Millipore Common Stock Fund, 751 in
the Short-Term Income Fund, 1,798 in the Balanced Fund, 387 in the Guarantee
Income Fund, and 496 in the Equity Fund, There were 427 participants with
loans outstanding from the Loan Fund at December 31, 1994. Employees are
permitted to invest in more than one fund.
G. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for plan benefits
per the financial statements to the Form 5500:
1994 1993
Net assets available for plan benefits
per the financial statements $70,704,840 $125,905,353
Amounts allocated to withdrawing participants 2,323,852 3,267,379
Net Assets available for benefits
per the Form 5500 $68,380,988 $122,637,974
F-12
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
G. Reconciliation of Financial Statements to Form 5500 (Continued)
The following is a reconciliation of terminations and withdrawals per the
statement of changes in net assets available for plan benefits to the Form
5500 for the year ended December 31, 1994:
1994
Terminations and withdrawals per the
statement of changes in net assets
available for plan benefits $16,266,451
Add: Amounts allocated to withdrawing
participants at December 31, 1994 2,323,852
Less: Amounts allocated to withdrawing
participants at December 31, 1993 (3,267,379)
Benefits paid to participants per the Form 5500 $ 15,322,924
Amounts allocated to withdrawing participants are recorded on the Form 5500
for
benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
H. General Termination Condition
While the Company has not expressed any intent to discontinue its
contribution under
the participation feature of the Plan, it is free to do so at any time under
the current provisions of the Plan. In the event of a permanent
discontinuance of Company contributions under the participation feature of
the Plan, dissolution of the Company, acquisition of the Company by an
unaffiliated Company or vote by the Company's Board of Directors to
discontinue the Plan, the Plan shall be deemed terminated and each
participant shall be entitled to an immediate distribution of his account.
I. Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter
dated April 28, 1995, that the Plan is designed in accordance with applicable
sections of the Internal Revenue Code (IRC). The plan has been amended since
receiving the determination letter. However, the Plan administrator and the
Plan's tax counsel believe the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
Amounts contributed to the Plan by a participant or by the Company on behalf
of a participant up to the amount deferrable under the Code are generally not
included in the participant's gross income in the year of the contribution.
Participants are not subject to federal income tax on income credited to
their account nor can they deduct losses charged to their account until
distributions are made to them. A participant or beneficiary may, in certain
circumstances, defer payment of federal income taxes on all or a portion of
distributions from the Plan by transferring all or a portion of the
distribution to an individual retirement account or other qualified plan.
F-13
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Schedule of Assets Held for Investment as of December 31, 1994
Fair
Security Description Units Cost Value
MILLIPORE COMMON STOCK
FUND
Money Market:
Provident Instit. 21,381 $ 21,381 $ 21,381
FDS/Tempfund
Total Money Market 21,381 21,381
Common Stock:
Millipore Corp. 49,886 1,802,564 2,413,235
Total Common Stock 1,802,564 2,413,235
TOTAL FUND INVESTMENTS $1,823,945 $2,434,616
SHORT-TERM INCOME FUND
Provident Instit. 1,009,290 $1,009,290 $1,009,290
FDS/Tempfund
AIM Ltd. Maturity Treas. 871,882 8,768,867 8,527,001
Shares
TOTAL FUND INVESTMENTS $9,778,157 $9,536,291
BALANCED FUND
Money Market:
Provident Instit. 9,375,048 $9,375,048 $9,375,048
FDS/Tempfund
Vanguard MM Reserve
US Treas Port 743,999 743,999 743,999
Aim S-T Investment Co. 534,352 534,352 534,352
Prime
AIM Ltd. Maturity Treas. 1,758,315 17,829,266 17,196,316
Shares
U.S. Treas Bill DTD 6,000,000 5,771,685 5,771,685
3/9/95
U.S. Treas Bill DTD 500,000 486,982 486,982
3/23/95
U.S. Treas Bill DTD 1,000,000 948,705 948,705
9/21/95
U.S. Treas Bill DTD 10,000,000 9,436,314 9,436,314
10/19/95
Total Money Market 45,126,351 44,493,401
Mutual Funds:
AMCAP Fund 49,778 568,623 582,903
Investment Co. Amer. 33,066 495,780 584,280
Putnam FD For Growth & 46,942 561,823 597,107
Income
Twentieth Century Inv. - 31,425 547,236 588,911
Growth
Twentieth Century Inv. - 17,188 632,268 568,934
Select
Washington Mutual Inv. 23,136 317,844 389,614
FD INC.
Vanguard/Windsor Fund 70,534 932,625 888,021
Inc.
Vanguard Index TR500 11,210 448,470 481,694
Portfolio
American Mutual FD Inc. 19,533 370,058 392,813
AIM Weingarten Fund 39,232 461,122 596,712
Total Mutual Funds 5,335,849 5,670,989
TOTAL FUND INVESTMENTS $50,462,200 $50,164,390
LESS: Retirement Plan (6,276,993) (6,239,949)
TOTAL PLAN INVESTMENTS $44,185,207 $43,924,441
F-14
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Schedule of Assets Held for Investment as of December 31, 1994 (continued)
Fair
Security Description Units Cost Value
GUARANTEED INCOME
FUND
Money Market:
Provident Instit. 85,450 $ 85,450 $ 85,450
FDS/Tempfund
Total Money Market 85,450 85,450
Insurance Contract:
Fidelity & Guaranty 3,480,658 3,480,658 3,480,658
Life Ins. Co.
Total Insurance 3,480,658 3,480,658
Contract
TOTAL FUND $3,566,108 $3,566,108
INVESTMENTS
EQUITY FUND
Money Market:
Provident Instit. 161,674 $ 161,674 $ 161,674
FDS/Tempfund
Total Money Market 161,674 161,674
Mutual Fund:
Investment Co. Amer. 248,262 4,327,950 4,386,798
Total Mutual Fund 4,327,950 4,386,798
TOTAL FUND $4,489,624 $4,548,472
INVESTMENTS
TOTAL INVESTMENTS $63,843,041 $64,009,928
F-15
<PAGE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Schedule of Reportable Transactions for the year ended December 31, 1994
The following securities were traded during the year ended December 31, 1994
in amounts that were in excess of 5% of the combined Participation and
Retirement Plan total assets at January 1, 1994.
Sales
Description of Security Purchase Proceeds Gain /
Cost (Loss)
Provident Institutional $140,177,148 $140,177,148 $ -
U.S. Treasury Bills 29,906,542 29,906,542 -
AIM Ltd. Maturity 29,587,898 29,000,000 587,898
Treas. Shares
F-16
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Millipore Corporation on Form S-8 (File No. 2-85698) of our report dated June
16, 1995 on our audit of the financial statements of the Millipore
Corporation Employees' Participation and Savings Plan as of December 31, 1994
and 1993, and for the year ended December 31, 1994 which report is included
in this Annual Report on Form 11-K.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 28, 1995
F-17
<PAGE>
