SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Page 6 of 6 Pages
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
August 22, 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).
<PAGE>
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- 625,876
Shares Bene- Millipore Investment Holdings Ltd.-- 1,712,481
ficially (8)Shared Voting Power 0
Owned by (9)Sole Dispositive Power Millipore Corporation-
Each Reporting 625,876
Person With Millipore Investment Holdings Ltd. -- 1,712,481
(10)Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
Millipore Corporation -- 625,876
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 10.41%
14) Type of Reporting Person (See Instructions)
_____________________________
Millipore Corporation CO
Millipore Investment Holdings Ltd. CO
<PAGE>
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 Road 1013 Centre Road, Suite 350
Business & Office: Bedford, MA 01730Wilmington, 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
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
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 625,876 shares 2.8 %*
Millipore Investment Holdings Ltd.1,712,481 shares 7.6%*
2,338,357 10.4%*
* Based on 21,439,000 shares outstanding as of June 30,
1997, as reported in PerSeptive Biosystems, Inc. Form
10Q Report for the period ended June 30, 1997, plus the
1,019,108 shares issued by PerSeptive Biosystems, Inc.
pursuant to the transaction reported hereby.
<PAGE>
(b) Millipore Corporation 625.876 shares sole power to
vote or dispose
Millipore Investment
Holdings Ltd. 1,712,481 shares sole power to vote or
dispose
(c)Within the last 60 days 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 Corp 7/16/97 70,000 $7.75
Millipore Corp 7/17/97 7,500 $7.50
Millipore Corp 7/22/97 12,500 $7.63
Millipore Corp 7/24/97 80,000 $7.79
Millipore Corp 7/25/97 35,000 $7.92
Millipore Corp 7/28/97 135,000 $7.80
Millipore Corp 8/1/97 83,500 $9.75
Millipore Corp 8/4/97 64,500 $9.79
Millipore Corp 8/5/97 100,000 $9.66
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
<PAGE>
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.
September 4, 1997
(Date)
MILLIPORE CORPORATION
By: /s/ Francis J. Lunger
Francis J. Lunger, Vice President
MILLIPORE INVESTMENT HOLDINGS LTD.
By: /s/ Bruce R. Winn
Bruce R. Winn, Vice President
Witness:/s/ Nancy Descano
Nancy Descano
Suite 350, 1013 Centre Road
Wilmington,Delaware 19805
