SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 31, 1997
MILLIPORE CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 0-1052 04-2170233
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation or No.)
organization)
80 Ashby Road, Bedford, Massachusetts 01730
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 617)
275-9200
Item 2. Acquisition or Disposition of Assets
On January 27, 1997, Registrant completed the acquisition of
Tylan General, Inc. ("Tylan"). The acquisition was accomplished
by a cash tender offer which expired at midnight on January 21,
1997, pursuant to which Registrant acquired more than 95% of the
outstanding shares of Common Stock (the only class outstanding)
for $16 per share, followed by the filing of a certificate of
merger in with the Secretary of State of Delaware in which the
remaining outstanding shares of Tylan General were converted into
the right to receive $16 (cash) per share. The cost of the
acquisition including the assumption of about $17 million of debt
aggregated $150 million.
Tylan's business consists principally of the development,
manufacture, assembly and marketing of precision mass flow
controllers, pressure and vacuum measurement and control
equipment and ultraclean gas panels, primarily for the
manufacture of semiconductor devices. Headquartered in San
Diego, California, Tylan had 1996 sales of approximately $148
million, and has manufacturing operations in the U.S. and Europe.
The purchase price resulted from an "auction" conducted by a
special committee of its Board of Directors with the assistance
of Goldman Sachs and on behalf of Tylan's stockholders.
Registrant's successful bid was based on its evaluation of the
value of Tylan to it and included among others an analysis of the
present cash value of Tylan's projected future earnings stream
("discounted cash flow") and a comparable acquisition analysis.
There is no relationship between the Registrant or any of
its affiliates and Tylan, nor between Tylan and any director or
officer of the Registrant or any associate of such director or
officer.
The funds used to consummate the acquisition were obtained
pursuant to a five-year revolving credit agreement with The First
National Bank of Boston and ABN Amro Bank N.V.
Tylan's products and technology complement those of the
Registrant in Registrant's microelectoncs manufacturing business,
with the result that the Registrant will continue to use the bulk
of the Tylan assets in the same manner as previously utilized.
Item 7. Financial Statements and Exhibits
(a) The financial statements of the Tylan General, Inc. business
required by this item will be filed by an amendment to this
Report on or before March 15, 1997.
(b) The pro-forma financial information required by this item
will be filed by the same amendment referred to in (a)
above.
(c) Exhibits
(2) Plan of Acquisition, Reorganization, etc.
Agreement and Plan of Merger filed as part of Re
gistrant's Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934 is
incorporated herein by reference.
(All schedules and certain exhibits have been
omitted. Registrant agrees to furnish
supplementally
a copy of any omitted schedule or exhibit to the
Commission upon request.)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
MILLIPORE CORPORATION
(Registrant)
Date: February 7, 1997 /s/ Geoffrey Nunes
__________________________
Geoffrey Nunes
Senior Vice President
