SECURITIES AND EXCHANGE
COMMISSION Washington, DC
20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934 (Amendment No. 2)
PerSeptive Biosystems, Inc.
(Name of Issuer)
Common Stock, $0.01 Par
Value (Title of Class of
Securities)
715271 10 2
(CUSIP Number)
Geoffrey Nunes
MILLIPORE CORPORATION
80 Ashby Road
Bedford, MA 01730
(617) 533-2209
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications)
March 14, 1996
(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 --
Shares Bene- 742,739
ficially Millipore Investment Holdings Ltd. --
Owned By 1,164,710
(8) Shared Voting Power 0
(9) Sole Dispositive Power
Millipore Corporation - 742,739
Millipore Investment Holdings Ltd.-
Each Reporting 1,164,710
Person With (10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
Millipore Corporation -- 742,739
Millipore Investment Holdings Ltd. -- 1,164,710
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 8.29%
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 Road 1013 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 and
of 460 shares of such Series A
Redeemable Convertible Preferred Stock, $0.01 Par
Value, on August 22, 1996 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
Holdings Limited: Inc. PerSeptive Biosystems,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 540 shares of such
Series A Redeemable Convertible Preferred
Stock, $0.01 Par Value, on August 22, 1996
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 and second 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 future mandatory redemptions 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.
Item 5. Interest in Securities of the Issuer.
(a) Millipore Corporation 742,739 shares 3.5%*
Millipore Investment
Holdings Ltd. 1,164,710 shares 5.5%*
1,907,249 8.9%*
* Based on 21,386,398 shares outstanding as of
January 22, 1997, as reported in PerSeptive
Biosystems, Inc. Proxy Statement, dated January 28, 1997
(b) Millipore Corporation 742,739 shares sole power
to vote or dispose
Millipore Investment
Holdings Ltd. 1,164,710 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 Corporation 2/25/97 35,000 $8.1429
Millipore Corporation 2/26/97 6,000 $8.125
Millipore Corporation 3/12/97 94,000 $8.4844
Millipore Corporation 3/13/97 30,000 $8.6833
Millipore Corporation 3/14/97 37,500 $8.50
Millipore Corporation 3/18/97 7,500 $8.50
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.
April 3, 1997
(Date)
MILLIPORE CORPORATION
By:/s/ Geoffrey Nunes
Geoffrey Nunes,
Senior Vice President
MILLIPORE INVESTMENT HOLDINGS LTD.
By:/s/ Peter W. Walcott
Witness: /s/ Paul O'Connor Peter W. Walcott,
Nashua, New Hampshire Vice President
