SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
PerSeptive Biosystems, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
715271 10 2
(CUSIP Number)
Jeffrey Rudin
MILLIPORE CORPORATION
80 Ashby Road
Bedford, MA 01730
(617) 533-2209
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 17, 1997
(Date of Event Which Requires Filing of this Amendment)
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 [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent of
such class. See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing of 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 purposes 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).
CUSIP No. 715271 10 2
1) Name of Reporting Persons/S.S. or
I.R.S. Identification Nos. of Above Persons
1. Millipore Corporation 04-2170233
2. Millipore Investment Holdings Limited 51-0321703
2) Check the Appropriate Row if a member of a Group (See Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions) OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)
6) Citizenship or Place of Organization Millipore
Corporation -- Massachusetts
Millipore Investment Holdings Limited -- Delaware
Number of (7) Sole Voting Power Millipore Corporation -- 500,876
Shares Bene- Millipore Investment Holdings Ltd. -- 1,712,481
ficially (8) Shared Voting Power 0
Owned by (9) Sole Dispositive Power Millipore Corporation -- 500,876
Each Reporting Millipore Investment Holdings Ltd. -- 1,712,481
Person With (10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
Millipore Corporation -- 500,876
Millipore Investment Holdings Ltd. -- 1,712,481
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13) Percent of Class Represented by Amount in Row (11) In aggregate 9.84%
14) Type of Reporting Person (See Instructions) _____________________________
Millipore Corporation CO
Millipore Investment Holdings Ltd. CO
Item 1. Security and Issuer
[No Change]
Equity Securities: Common Stock, $0.01 Par Value
Issuer: PerSeptive Biosystems, Inc.
500 Old Connecticut Path
Framingham, MA 01701
Item 2. Identity and Background
[No Change]
(a) Name: Millipore Corporation Millipore Investment Holdings Ltd.
(b) State of Organization: Massachusetts Delaware
(c) Address of Principal 80 Ashby Road1013 Centre Road, Suite 350
Business & Office: Bedford, MA 01730 Wilmington, DE 19805
(d) Criminal Proceedings: Not Applicable Not Applicable
(e) Civil Injunction
relating to Federal or
State Securities laws: Not Applicable Not Applicable
Item 3. Source and Amount of Funds or Other Consideration
[No Change]
Millipore Corporation: The reported shares of Common Stock of PerSeptive
Biosystems, Inc. were received upon the redemption of 462
shares of the Series A Redeemable Convertible Preferred Stock,
$0.01 Par Value, of PerSeptive Biosystems, Inc. on August 22,
1995, of 463 shares of such Series A Redeemable Convertible
Preferred Stock, $0.01 Par Value, on August 22, 1996 and of
462 shares of such Series A Redeemable Convertible Preferred
Stock, $0.01 Par Value, on August 22, 1997, all of which were
part of an aggregate of 1,850 shares of such Preferred Stock
delivered to Millipore Corporation in partial consideration
for the divestiture sale of the physical assets and goodwill
of Millipore Corporation's Life Science Division.
Millipore Investment The reported shares of Common Stock of PerSeptive
Biosystems,
Holdings Limited: Inc. were received upon the redemption of 538 shares of
the Series A Redeemable Convertible Preferred Stock, $0.01 Par
Value, of PerSeptive Biosystems, Inc. on August 22, 1995 and
of 537 shares of such Series A Redeemable Convertible
Preferred Stock, $0.01 Par Value, on August 22, 1996 and of
538 shares of such Series A Redeemable Convertible Preferred
Stock, $0.01 Par Value, on August 22, 1997, all of which were
part of an aggregate of 2,150 shares of such Preferred Stock
delivered to Millipore Investment Holdings Limited in partial
consideration for the divestiture sale of the intellectual
property related to the former Life Science Division of
Millipore Corporation.
Item 4. Purpose of Transaction
[No Change]
The shares of Common Stock of PerSeptive Biosystems, Inc. reported herein
were acquired by the reporting persons as a result of the election by
PerSeptive Biosystems, Inc. to redeem the first, second and third
installments of its Series A Redeemable Convertible Preferred Stock, $0.01
Par Value, on the required redemption dates by the conversion on each such
redemption date of an aggregate of 1,000 shares of such Preferred Stock into
Common Stock in accordance with the terms of the Certificate of Designations
with respect to such Preferred Stock. An aggregate of 4,000 shares of Series
A Redeemable Convertible Preferred Stock were delivered to Millipore
Corporation and Millipore Investment Holdings Ltd. pursuant to the
divestiture sale of the former Millipore Life Science Division to PerSeptive
Biosystems, Inc. on August 22, 1994. The shares of such Preferred Stock are
mandatorily redeemable in four equal annual installments on August 22, 1995,
1996, 1997 and 1998 at a cash redemption price of $10,000 per share or by
conversion into that number of shares of PerSeptive Biosystems Common Stock
yielded by dividing the closing price for such Common Stock on the last
trading day before the fifth business day prior to each redemption date. The
Series A Redeemable Convertible Preferred Stock is also redeemable in its
entirety at the option of the reporting persons in the event that the market
value of PerSeptive Biosystems, Inc. Common Stock exceeds a specified target
value.
(a) It is expected that the final mandatory redemption installment of the
Series A Redeemable Convertible Preferred Stock may be effected through
the conversion into additional shares of PerSeptive Biosystems, Inc.
Common Stock.
(b)-(j) While the reporting persons are entitled to certain
rights in the event of a default by PerSeptive Biosystems, Inc. in its
obligation to redeem the Series A Redeemable Convertible Preferred Stock
in accordance with the mandatory redemption provisions; neither of the
reporting persons have any plans or proposals relating to material
changes in the issuer's business or corporate structure, including those
matters enumerated in paragraphs (b) through (j) of Item 4 to Schedule 13-
d.
The reporting persons are aware that PerSeptive Biosystems, Inc. and The Perkin-
Elmer Corporation announced on August 25, 1997 that they have entered into a
merger agreement providing for the acquisition of PerSeptive Biosystems,
Inc. by The Perkin-Elmer Corporation.
Item 5. Interest in Securities of the Issuer.
(a) Millipore Corporation 500,876 shares 2.23 %*
Millipore Investment Holdings Ltd. 1,712,481 shares 7.6%*
2,213,357 9.84%*
* Based on 22,504,061 shares outstanding as of September 5, 1997 per
advice of PerSeptive Biosystems, Inc.
(b) Millipore Corporation 500,876 shares sole power to vote or dispose
Millipore Investment
Holdings Ltd. 1,712,481 shares sole power to vote or dispose
(c)Since September 4, 1997, the date of filing Amendment No. 3 to this Schedule
13D, the following sales of the Common Stock of PerSeptive Biosystems, Inc.
by the persons enumerated in paragraph (a) above have occurred:
Person Date of Sale Number of Shares Price per Share
Millipore Corporation 10/2/97 5,000 $12.21
Millipore Corporation 10/16/97 25,000 $11.875
Millipore Corporation 10/17/97 10,000 $11.937
Millipore Corporation 10/17/97 5,000 $11.875
Millipore Corporation 10/17/97 25,000 $12.00
Millipore Corporation 10/17/97 35,000 $11.812
All of such sales were effected in market transactions through J.P. Morgan
Securities, Inc., 60 Wall Street, New York
(d)-(e) [No Change].
Not Applicable
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
[No Change].
Not Applicable
Item 7. Material to be Filed as Exhibits.
[No Change].
(1) Certificate of Designations, Series A Redeemable Convertible Preferred
Stock, ($0.01 Par Value) of PerSeptive Biosystems, Inc. Previously
Filed
SIGNATURE
After reasonable 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.
November 6, 1997
(Date)
MILLIPORE CORPORATION
Signed at: By: /s/ Francis J. Lunger
80 Ashby Road Francis J. Lunger, Vice President
Bedford, MA 01730
MILLIPORE INVESTMENT HOLDINGS LTD.
By: /s/ Peter W. Walcott
Signed at: Peter W. Walcott, Vice President
Waldorf-Astoria Hotel
301 Park Avenue
New York, NY 10022
