SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT
OF
MILLIPORE CORPORATION
For the Fiscal Year Ended December 31, 1996
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EXHIBITS
****************
INDEX TO EXHIBITS
Exhibit No. Description Tab
No.
2.1 Amicon Worldwide Purchase and
Sale, **
Agreement, dated November 18,
1996, dated December 31, 1996,
as Amended by Amendment
Agreement, dated December 31,
1996, by and amongCompany and W.
R. Grace & Co.-Conn.
2.2 Agreement and Plan of Merger,
dated **
as of December 16, 1996, by and
among Company and its wholly
owned subsidiary MCTG
Acquisition Corp. and Tylan
General, Inc.
3.1 Restated Articles of
Organization, 1
as amended May 6, 1996
3.2 By Laws, as amended **
4.1 Indenture dated as of May 3,
1995, **
relating to the issuance of
$100,000,000 principal amount of
Company's 6.78% Senior Notes due
2004
10.1 Distribution Agreement, dated as
of July 1, 2
1996, by and among Company and
Fisher Scientific Company (all
schedules and Exhibits have been
omitted; Company agrees to
furnish the Commission with a
copy of any such schedule or
exhibit upon request)
10.2 Revolving Credit Agreement,
dated as of 3
January 22, 1997, among
Millipore Corporation and The
First National Bank of Boston,
ABM AMRO Bank N.V. and certain
other lending institutions which
are or become parties thereto
10.3 Shareholder Rights Agreement,
dated as of **
April 15, 1988, between
Millipore and The First National
Bank of Boston
10.4 Long Term Restricted Stock
(Incentive) Plan **
for Senior Management
** Incorporated by Reference to a prior filing
with the Commission Exhibit No.Description Tab No.
10.5 1985 Combined Stock Option Plan **
10.6 Supplemental Savings and
Retirement Plan **
for Key Salaried Employees of
Millipore Corporation
10.7 Executive Termination Agreement **
10.8 Executive "Sale of Business"
Incentive **
Termination Agreements
10.9 1995 Employee Stock Purchase
Plan **
10.10 1995 Management Incentive Plan **
11 Computation of Per Share
Earnings 4
21 Subsidiaries of Millipore 5
23 Consent of Coopers & Lybrand
L.L.P. 6
24 Power of Attorney 7
** Incorporated by Reference to a prior filing
with the Commission
March 7, 1997
Securities and Exchange Commission
One Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
Re: Millipore Corporation Annual Report on Form 10-K
for the Fiscal year ended December 31, 1996
Pursuant to General instruction D(1) of Form 10-K (as
revised by Item 309 of Regulation S-T with respect to the
number of copies to be transmitted by Registrants filing
documents electronically with the Commission), we hereby
submit:
One complete copy of Millipore's Annual Report on Form
10-K for the year ended December 31, 1996, including
Financial Statements and Exhibits, which bears typed
signatures of Millipore's Officers and its Directors, in
accordance with Item 302 of Regulation S-T. (Original
signature pages bearing manual signatures and executed
powers of attorney have been retained by Millipore.)
Please note that this Form 10-K is made in conjunction
with Millipore's filing of Registration Statement on Form S
3 relating to $300,000,000 of Debt Securities. Also,
please note the Consent of Coopers & Lybrand L.L.P. is
attached as Exhibit 23 to the 10-K.
The financial statements in the Form 10-K do not
reflect a change from the preceding year in any accounting
principles or practices or in the method of applying any
such principles or practices.
A copy of the Form 10-K is also being sent to The New
York Stock Exchange in accordance with its rules and
regulations.
If you have any questions concerning this filing,
please contact the undersigned.
Very truly yours,
MILLIPORE CORPORATION
Geoffrey Nunes
Senior Vice President/General Counsel
cc: With enclosure - Charles C. Leber, Branch Chief (by
Mail)
B. The following Exhibits are filed herewith:
(3) (i) Restated Articles of Organization, as amended
May 6, 1996
(10) Distribution Agreement, dated as of July 1, 1996,
by and among Company and Fisher Scientific Company (all
schedules and Exhibits have been omitted; Company agrees
to furnish the Commission with a copy of any such schedule
or exhibit upon request)
(10) Revolving Credit Agreement, dated as of January 22,
1997, among Millipore Corporation and The First National
Bank of Boston, ABM AMRO Bank N.V. and certain other
lending institutions which are or become parties thereto
(11) Computation of Per Share Earnings
(21) Subsidiaries of Millipore
(23) Consent of Independent Accountants relating to the
incorporation of their report on the Consolidated
Financial Statements into Company's Securities Act
Registration Nos. 2-72124, 2-85698, 2-91432, 2-97280,
33-37319, 33-37323, 33-11-790, 33-59005 and 33-10801 on
Form S-8 and Securities Act Registration Nos. 2-84252, 33
9706, 33-22196, 33-47213 on Form S-3, and 33-58117 on Form
S4.
(24) Power of Attorney
(b) Reports on Form 8-K.
Current Report on Form 8-K, dated December 31, 1996,
reporting under items 2 and 7 the acquisition of the Amicon
Separation Science Business of W.R. Grace & Co. Current
Report on Form 8-K, dated January 31, 1997, reporting under
items 2 and 7 the acquisition of Tylan General, Inc.
(c) Exhibits.
The Company hereby files as exhibits to this Annual
Report on Form 10-K those exhibits listed in Item
14(a)(3)(B) above, which are attached hereto.
(d) Financial Statement Schedules.
No financial statement schedules have been
included because they are not applicable or not required
under Regulation S-X.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities
Exchange Act of 1934, the Registrant has duly caused this
report to be
signed on its behalf by the undersigned thereunto duly
authorized.
MILLIPORE CORPORATION
Dated: March 7,1997 By Geoffrey Nunes, Senior Vice
President
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacity and on the dates indicated.
SIGNATURE TITLE DATE
C. WILLIAM ZADEL* Chairman, President, March 7,1997
C. William Zadel Chief Executive Officer,
and Director
Michael P. Carroll Chief Financial Officer
Vice President, and Treasurer
CHARLES D. BAKER* Director March 7,1997
Charles D. Baker
SAMUEL C. BUTLER* Director March 7,1997
Samuel C. Butler
ROBERT E. CALDWELL* Director March 7,1997
Robert E. Caldwell
MAUREEN A. HENDRICKS* Director March 7,1997
Maureen A. Hendricks
MARK HOFFMAN* Director March 7,1997
Mark Hoffman
STEVEN MULLER* Director March 7,1997
Steven Muller
THOMAS O. PYLE* Director March 7,1997
Thomas O. Pyle
JOHN F. RENO* Director March 7,1997
John F. Reno
*By
Geoffrey Nunes, Attorney-in-Fact
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