SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the year ended December 31, 1997
MILLIPORE CORPORATION
(Name of issuer of the securities held Pursuant to the Plan)
80 Ashby Road
Bedford, Massachusetts 01730
(Address of the principal executive office
of the issuer)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Committee has duly caused this Annual Report to be
signed by the undersigned thereunto duly authorized.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION
AND SAVINGS PLAN
BY:/s/ Patricia Powers
Patricia Powers
Committee for
Administration
of the Millipore
Corporation
Employees' Participation
and Savings Plan
Date: June 26, 1998
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
For the Year Ended December 31, 1997
MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION
AND SAVINGS PLAN
Index to Financial Statements and Supplemental Schedules
Financial Statements and Exhibits
Page(s)
Report of Independent Accountants 1
Statements of Net Assets Available for Plan Benefits, with
Fund Information, at December 31, 1997 and 1996 2 - 5
Statement of Changes in Net Assets Available for Plan
Benefits, with Fund Information, for the year ended
December 31, 1997 6 - 7
Notes to Financial Statements 8 - 17
Line 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1997 18 - 19
Line 27d - Schedule of Reportable Transactions for the year
ended December 31, 1997 20
Consent of Independent Accountants 21
Report of Independent Accountants
To the Trustees of the Millipore Corporation
Employees' Participation and Savings Plan:
We have audited the accompanying statements of net assets
available for plan benefits of the Millipore Corporation
Employees' Participation and Savings Plan as of December 31, 1997
and 1996, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1997.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the Millipore Corporation
Employees' Participation and Savings Plan as of December 31, 1997
and 1996 and the changes in net assets available for plan
benefits for the year ended December 31, 1997 in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of (1) assets held for investment purposes and (2)
reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act
of 1974. The Fund Information in the statements of net assets
available for plan benefits and the statement of changes in net
assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets
available for plan benefits and changes in net assets available
for plan benefits of each fund. The supplemental schedules and
Fund Information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in
our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Boston, Massachusetts Coopers & Lybrand L.L.P.
May 22, 1998
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
December 31, 1997 and 1996
1997
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Millipore AIM Ltd F&G Invest. Co.
Stock Maturity Balanced GAC of America Loan
Fund Fund Fund Fund Fund Fund
Assets
Investments $ 3,863,927 $7,009,476 $ - $2,501,073 $8,039,304 $ -
Plan's Interest
in - - 60,545,279 - - -
Master Trust
Participant - - - - - 3,555,608
loan receiv.
Contributions
receivable:
Participation - - 5,105,012 - - -
Plan
Savings Plan:
Employee 57,914 87,683 48,004 24,542 65,694 -
contrib.
Employer 18,280 19,961 16,001 8,180 21,274 -
contrib.
Due from Pan - 289,905 - - - -
American
Total assets $3,940,121 $7,407,025 $65,714,296 $2,533,795 $8,126,272 $3,555,608
Liabilities
and Net
Assets
Available for
Plan Benefits
Fund payables $ 878 $ 780 $ 8,414 $ 402 $ 997 $ -
Due to AIM - - - - - -
Ltd Maturity
Net assets
available for 3,939,243 7,406,245 65,705,882 2,533,393 8,125,275 3,555,608
plan
benefits
Total
liabilities
and net $3,940,121 $7,407,025 $65,714,296 $2,533,795 $8,126,272 $3,555,608
assets
available for
plan
benefits
</TABLE>
The accompanying notes are an integral part of the financial
statements.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
(Continued)
December 31, 1997 and 1996
1997
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Invesco Dodge & Cox Vanguard AIM Warburg
Stable Value Balanced S&P Constell- Pincus
Fund Fund Index ation Int'l Equity
Fund Fund Fund Other Total
Assets
Investments $1,490,652 $8,352,240 $8,632,236 $8,269,517 $2,482,717 $1,746,685 $52,387,827
Plan's Interest
in - - - - - - 60,545,279
Master Trust
Participant - - - - - - 3,555,608
loan receiv.
Contributions
receivable
Participation - - - - - - 5,105,012
Plan
Savings Plan:
Employee 15,956 80,843 182,746 85,565 11,605 - 660,552
contrib.
Employer 5,319 24,372 34,374 27,385 10,005 - 185,151
contrib.
Due from Pan - - - - - - 289,905
American
Total assets $1,511,927 $8,457,455 $8,849,356 $8,382,467 $2,504,327 $1,746,685 $122,729,334
Liabilities
and Net
Assets
Available for
Plan Benefits
Fund payables $ 351 $ 936 $ 849 $ 1,081 $ 392 $ - $15,080
Due to AIM - - - - - 289,905 289,905
Ltd Maturity
Net assets
available for
plan 1,511,576 8,456,519 8,848,507 8,381,386 2,503,935 1,456,780 122,424,349
benefits
Total
liabilities
and net $1,511,927 $8,457,455 $8,849,356 $8,382,467 $2,504,327 $1,746,685 $122,729,334
assets
available for
plan
benefits
</TABLE>
The accompanying notes are an integral part of the financial
statements.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
December 31, 1997 and 1996
1996
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Millipore AIM Ltd F&G Investment
Stock Maturity Balanced GAC Co of Loan
Fund Fund Fund Fund America Fund
Fund
Assets
Investments $4,239,382 $5,520,149 $ - $2,769,368 $5,866,272 $ -
Plan's Interest
in Master Trust - - 49,981,937 - - -
Participant - - - - - 2,751,378
loan receivable
Contributions
receivable:
Participation - - 3,532,968 - - -
Plan
Savings Plan:
Employee 52,904 57,611 55,807 59,672 47,957 -
contrib.
Employer 11,359 15,688 13,628 8,884 14,998 -
contrib.
Total assets $4,303,645 $5,593,448 $53,584,340 $2,837,924 $5,929,227 $2,751,378
Liabilities and
Net Assets
Available for
Plan Benefits
Fund payables $ 56,428 $22,881 $100,451 $59,777 $67,356 $ -
Net assets
available for 4,247,217 5,570,567 53,483,889 2,778,147 5,861,871 2,751,378
plan benefits
Total
liabilities and
net assets $4,303,645 $5,593,448 $53,584,340 $2,837,924 $5,929,227 $2,751,378
available for
plan
benefits
</TABLE>
The accompanying notes are an integral part of the financial
statements.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
(Continued)
December 31, 1997 and 1996
1996
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Invesco Dodge & Cox Vanguard AIM Warburg
Stable Value Balanced S&P Index Constellatio Pincus Int'l
Fund Fund Fund n Equity Fund Total
Fund
Assets
Investments $1,164,751 $5,066,754 $3,348,648 $6,971,362 $1,994,554 $36,941,240
Plan's Interest in
Master Trust - - - - - 49,981,937
Participant loan - - - - - 2,751,378
receivable
Contributions
receivable:
Participation - - - - - 3,532,968
Plan
Savings Plan:
Employee
contrib. 18,871 52,645 53,800 85,153 28,581 513,001
Employer
contrib. 4,037 13,483 10,635 22,794 6,219 121,725
Total assets $1,187,659 $5,132,882 $3,413,083 $7,079,309 $2,029,354 $93,842,249
Liabilities and
Net Assets
Available for
Plan Benefits
Fund payables $ 19,820 $103,081 $22,848 $32,602 $25,552 $510,796
Net assets
available for 1,167,839 5,029,801 3,390,235 7,046,707 2,003,802 93,331,453
plan benefits
Total
liabilities and
net assets $1,187,659 $5,132,882 $3,413,083 $7,079,309 $2,029,354 $93,842,249
available for
plan
benefits
</TABLE>
The accompanying notes are an integral part of the financial
statements.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
December 31, 1997
1997
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Millipore AIM Ltd F&G Invest. Co.
Stock Maturity Balanced GAC of America Loan
Fund Fund Fund Fund Fund Fund
Investment
income:
Dividends on
Millipore $41,187 $ - $ - $ - $ - $ -
common
stock
Plan's Interest
in Master
Trust Invest. - - 10,720,912 - - -
income (Note D)
Dividends and 1,304 328,358 - 124,397 801,858 158,201
interest
Net apprec. /
(deprec.) in (874,007) 22,325 - - 911 104 -
fair value of
investments
Investment (831,516) 350,683 10,720,912 124,397 1,712,962 158,201
(loss)/income
Contributions:
Company
contrib.:
Participation - - 5,105,012 - - -
Plan
Savings Plan 131,174 139,080 133,149 78,126 171,361 -
Employee
Savings Plan 712,585 644,952 600,175 272,482 835 901 -
contributions
Transfer from - 3,197,523 - - - 300,414
Tylan Plan
Total 843,759 3,981,555 5,838,336 350,608 1,007,262 300,414
contributions
Benefit (350,892) (297,382) (3,819,407) (257,005) (552,336) (166,707)
payments
Other income/ 192 1,594 - 795 702 -
(expense)
Loans to (98,641) (91,469) (111,915) (116,956) (69,871) 512,322
participants,
net
Participant 129,124 (2,109,303) (405,933) (346,593) 164 685 -
interfund
trsfs.
Net (307,974) 1,835,678 12,221,993 (244,754) 2,263,404 804,230
(decrease)/increase
Net assets
available 4,247,217 5,570,567 53,483,889 2,778,147 5,861,871 2,751,378
for plan
benefits at
Jan. 1
Net assets
available for $3,939,243 $7,406,245 $65,705,882 $2,533,393 $8,125,275 $3,555,608
plan benefits
at Dec. 31
</TABLE>
The accompanying notes are an integral part of the financial
statements.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION (Continued)
December 31, 1997
1997
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Invesco Dodge & Cox Vanguard AIM Warburg
Stable Value Balanced S&P Index Constellation Pincus Int'l
Fund Fund Fund Fund Equity Fund Other Total
Investment
income:
Dividends on
Millipore $ - $ - $ - $ - $ - $ - $41,187
common stock
Plan's Interest in
Master
Trust Invest. - - - - - - 10,720,912
income
(Note D)
Dividends and 99,853 615,532 163,687 599,915 354,905 43,513 3,291,523
interest
Net apprec. /
(deprec.) in
fair value of - 587,677 1,359,023 286,437 (534,243) - 1,758,316
investments
Investment 99,853 1,203,209 1,522,710 886,352 (179,338) 43,513 15,811,938
(loss)/income
Contributions:
Company
contrib.:
Participation - - - - - - 5,105,012
Plan
Savings Plan 50,471 219,939 254,923 255,384 84,984 - 1,518,591
Employee Savings
Plan
contributions 230,893 1,252,527 1,733,033 1,621,951 499,831 - 8,404,330
Transfer from - - - - - 1,891,929 5,389,866
Tylan Plan
Total 281,364 1,472,466 1,987,956 1,877,335 584,815 1,891,929 20,417,799
contributions
Benefit payments (87,147) (306,100) (200,986) (510,151) (109,395) (472,455) (7,129,963)
Other (4,035) 230 (676) 108 419 (6,207) (6,878)
income(expense)
Loans to (29,246) (16,539) 16,061 (28,653) 34,907 - -
participants,
net
Participant
interfund trsfs. 82,948 1,073,452 2,133,207 (890,312) 168,725 - -
Net 343,737 3,426,718 5,458,272 1,334,679 500,133 1,456,780 29,092,896
(decrease)/incre
ase
Net assets
available for
plan benefits at 1,167,839 5,029,801 3,390,235 7,046,707 2,003,802 - 93,331,453
Jan. 1
Net assets
available for $1,511,576 $8,456,519 $8,848,507 $8,381,386 $2,503,935 $1,456,780 $122,424,349
plan benefits at
Dec. 31
</TABLE>
The accompanying notes are an integral part of the financial
statements.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
A. Description of the Plan
The Millipore Corporation Employees' Participation and
Savings Plan-"1994 Restatement" as amended, (the Plan) is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The Plan includes a profit
participation feature (Participation Plan), which covers
U.S. and Puerto Rico employees who have at least two years
of continuous service with Millipore Corporation (the
Company), and a savings plan feature (Savings Plan), which
covers only U.S. employees who have one year of continuous
service with the Company. The Plan is administered by a
Committee (the Committee), consisting of at least 5 members,
appointed by the Board of Directors of the Company.
The Plan was amended in April 1997 to include employees of
the Amicon Separation Science Business of W.R. Grace and Co.
(Amicon) which was acquired by Millipore on December 30,
1996 and employees of Tylan General, Inc. (Tylan) which
merged with Millipore on January 22, 1997. The committee
voted on April 7, 1997 to transfer the assets of the Tylan
General, Inc. Incentive Savings Plan (the Tylan Plan) into
the Plan. Effective June 1, 1997, benefits ceased to accrue
under the Tylan Plan and the net assets were subsequently
transferred to the Plan as of June 30, 1997 (the "Plan
Merger date").
All Amicon and Tylan employees became eligible for purposes
of participating in the Participation Plan contribution on
the latest of the following dates: the date the employee
completes two years of service, the date the employee
becomes an eligible employee or the acquisition or merger
date. All Amicon and Tylan employees have been given credit
for all continuous service with Amicon or Tylan as if it
were service with the Company for purposes of determining
eligiblity for benefits and the amounts of any Savings Plan
matching contributions.
All Amicon employees became eligible employees in the
Savings Plan on the later of the acquisition date or the
date of their employment with the Company, for the purposes
of making Savings Plan contributions and receiving Savings
Plan matching contributions. All Tylan employees became
eligible for making Savings Plan contributions and receiving
Savings Plan matching contributions on the Plan Merger date,
provided the Tylan employee was otherwise an eligible
employee as defined by the Plan.
Under the Participation Plan, the Company makes
discretionary contributions to the Plan of a percentage of
the Company's profits as designated by the Company's Board
of Directors. Contributions are allocated to participants'
accounts based on participants' compensation during the year
for which the contribution is made and are invested in the
Balanced Fund. The Participation Plan is integrated with
the Retirement Plan for Employees of Millipore Corporation
(Retirement Plan), a separate plan, which provides
guaranteed retirement income levels to the extent such
income levels are not provided by the Participation Plan.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
A. Description of the Plan (Continued)
Under the Savings Plan, participants may make voluntary
contributions of up to 15% of their eligible compensation on
a pre-tax basis. All participants with 10 or more years of
service receive a Company match of 50% of their contribution
up to 6% of their eligible compensation. Participants with
less than 10 years of service receive a Company match of 25%
of their contribution up to 6% of their eligible
compensation.
Contributions under the Savings Plan and the Company's
matching amount may be invested, at the participants'
election, in any of the funds available in the Plan.
Participants are permitted to invest in more than one fund
and are generally allowed to borrow from the Plan the
amounts contributed by them and the Company's matching
amount.
Borrowings are evidenced by interest bearing promissory
notes and are reflected in the Loan Fund net of principal
repayments. All interest payments are credited to the
participant's account. Participants may borrow from their
fund accounts a minimum of $1,000 up to a maximum equal to
the lessor of, (1) the amount of their total account
(excluding the Participation Plan account), (2) the greater
of $10,000 or one-half of their total account; or (3)
$50,000 reduced by the excess (if any) of (a) the highest
outstanding balance of loans from the Plan during the 1-year
period ending on the day before the date on which such loan
was made, over (b) the outstanding balance of loans from the
Plan on the date on which such loan was made. Loan terms
range from 1 to 4 1/2 years. Each loan shall bear interest
at a standard rate established by the Committee. The
current interest rate is 5.5 percent.
All contributions (both employee and employer), and income
earned thereon, under both sections of the Plan, are fully
and immediately vested. Participants who are 59 1/2 years
or older may at any time withdraw amounts contributed by
them as well as income earned thereon.
In the event of a participant's death, termination or
retirement, all amounts contributed to the Plan by, or on
behalf of the participant, including income earned thereon,
will be distributed in a lump sum to the participant or
beneficiary. Participation Plan contributions in some cases
and income earned thereon may be transferred to the
Retirement Plan for distribution in accordance with its
provisions.
A detailed description of the Plan is available upon request
at the Company's headquarters in Bedford, Massachusetts.
B. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the
accrual method of accounting.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
B. Summary of Significant Accounting Policies (Continued)
Investment Valuation
Money market funds are valued at cost, which approximates
fair market value. Mutual funds are recorded at their net
asset value, which approximates fair market value. Common
stocks are valued at the last reported sales price on the
last business day of the year. Participant loans are valued
at cost which approximates fair value.
The F&G GAC Fund is a fully benefit-responsive contract
fund, which carries no set limitations. The minimum
credited interest rate for both December 31, 1997 and 1996
is 4.5%. This rate is reviewed annually to reflect the
anticipated yields. The average yield for the years ended
December 31, 1997 and 1996 was 4.5%. The Other Fund consists
of a series of fully benefit-responsive insurance contracts,
with certain limitations on liquidation for purposes outside
of plan provisions. The minimum credited interest rate and
the average yield was 6.55% for the year ended December 31,
1997, respectively. All investments in insurance contracts
are valued at their contract value, which approximates fair
value. The Invesco Stable Value Fund is a common collective
trust GIC Fund (or pooled GIC Fund) which has been valued by
the Fund's investment advisor, in the absence of a readily
ascertainable market value, based on the best information
available as of the end of the period. Such valuation has
been approved by the Committee.
Purchases and sales of securities are recorded on a trade
date basis. Realized gains and losses on sales of
securities are based on average cost. The Plan presents in
the statement of changes in net assets available for plan
benefits the net appreciation (depreciation) in the fair
value of its investments which consists of the realized
gains or losses and the unrealized appreciation
(depreciation) on those investments.
Use of Estimates
The preparation of the financial statements in conformity
with generally accepted accounting principles requires the
Trustees to make significant estimates and assumptions that
affect the reported amounts of net assets available for plan
benefits at the date of the financial statements and the
changes in net assets available for plan benefits during the
reporting period and, when applicable, disclosures of
contingent assets and liabilities at the date of the
financial statements. Actual results could differ from
those estimates.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
B. Summary of Significant Accounting Policies (Continued)
Risks and Uncertainties
The Plan provides for various investment options in any
combination of stocks, bonds, fixed income securities,
mutual funds, money market funds, and other investment
securities. Investment securities are exposed to various
risks such as interest rate, market, and credit risks. Due
to the level of risk associated with certain investment
securities, and a level of uncertainty related to changes in
the value of investment securities, it is at least
reasonably possible that changes in risks in the near term
could materially affect participants' account balances, the
amounts reported in the statement of net assets available
for plan benefits, and the statement of changes in net
assets available for plan benefits.
Dividend and Interest Income
Dividend income is recorded on the ex-dividend date.
Interest income is recorded as earned on an accrual basis.
Contributions
Contributions from the Company under the Participation Plan
are accrued and paid annually based upon a determination by
the Board of Directors of the Company in accordance with the
provisions of the Plan.
Payment of Benefits
Benefits are recorded when paid.
Reclassifications
Certain reclassifications have been made to prior years'
financial statements to conform with the 1997 presentation.
C. Investment Programs
The Plan's assets are invested among ten investment funds, a
loan fund and a temporary fund (Pan American) which holds
the remaining Tylan General employees' balances not yet
transferred into the other ten investment funds. All of the
investment funds available to employees have been approved
by the Trustees of the Plan. Employees are allowed to
invest in all ten investment funds and may invest in more
than one fund. Upon enrollment in the Plan, a participant
may direct employee contributions and matching company
contributions, as well as change their investment options
monthly. All Company contributions to the Participation
Plan are invested in the Balanced Fund. The mix of
investments within the Balanced Fund is determined by the
Trustees of the Plan. Income earned by each investment
fund, including realized and unrealized gains and losses on
investments, is allocated to participants' accounts based on
their pro rata share of contributions and income earned
thereon. The investment funds available to employees are as
follows:
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
C. Investment Programs (Continued)
Millipore Common Stock Fund:
This fund's investments consist of Millipore Common Stock.
AIM LTD Maturity Fund:
This fund invests exclusively in U.S. Treasury Securities.
The Fund's investment strategy is designed to provide a high
level of principal protection.
Balanced Fund:
Investments of this fund include money market funds and
mutual funds and are intended to provide a mixture of
capital growth and income.
F&G GAC Fund:
Investments of this fund include a guaranteed annuity
contract with a fixed rate of interest which is determined
annually.
Investment Co. of America Fund:
This fund seeks long term growth of capital and income. The
fund invests primarily in common stocks but may also invest
in high-quality convertibles and debt securities.
Invesco Stable Value Fund:
This fund seeks stability of principal and consistent income
through an actively managed pool of investment contracts.
Dodge & Cox Balanced Fund:
This fund seeks regular income, conservation of principal
and long-term growth. The fund invests in a diversified
portfolio of common stocks, preferred stocks and bonds.
Vanguard S&P Index Fund:
This fund invests primarily in stocks and seeks to match the
investment performance of the Standard & Poor's 500 Composite
Stock Price Index, an index emphasizing large company
stocks.
AIM Constellation Fund:
This fund seeks capital appreciation. The fund invests in
small and medium size emerging growth companies.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
C. Investment Programs (Continued)
Warburg Pincus International Equity Fund:
This fund seeks long-term capital appreciation by investing
primarily in a broadly diversified portfolio of equity
securities of companies that have their principal business
activities and interests outside the U.S.
Loan Fund:
This fund consists of amounts borrowed by participants less
principal repayments. Loans to participants are reflected
as an increase in Loan Fund equity and as a decrease in the
equity of the investment fund from which the loan was made.
Repayments, conversely, reduce loan fund equity and increase
the respective investment fund's equity. Interest paid to
the Plan on loans to participants is credited to the
borrower's account in the investment fund to which
repayments are allocated.
Other:
This is the remaining Tylan Plan balance which have not been
invested within the Company's ten investment fund options as
of December 31, 1997. It consists of a series of Deposit
Fund accounts which are held at Pan American Life Insurance
Company. Employees can no longer contribute to these
Deposit Funds. There are five Deposit Funds remaining and
they will be maturing over the next five years to be fully
matured in 2002. As these contracts mature, the former
Tylan employees will be required to transfer these assets to
one or more of the Plan's ten investment fund options.
Significant Investments
The following table presents investments that represent 5
percent or more of the Plan's total net assets as of
December 31, 1997 and 1996.
1997 1996
Interest in Master Trust $60,545,279 $49,981,937
Vanguard Index TR500 Portfolio 8,619,344 -
Dodge & Cox Balanced Fund 8,337,260 5,055,168
AIM Equity FDS Constellation 8,267,363 6,962,500
Investment Co. of America 8,039,304 5,583,904
AIM Ltd. Maturity Treasury Shares 6,785,250 5,396,480
Participant and Non-Participant Directed Investment Programs
All fund options are participant-directed except for the
Balanced Fund. The following is a schedule of the Balanced
Fund's statements of net assets available for plan benefits
and statement of changes in net assets.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
C. Investment Programs (Continued)
<TABLE>
<CAPTION>
---------December 31, 1997-------- ---------December 31, 1996 ---------
<S> <C> <C> <C> <C> <C> <C>
Participant Nonparticip Participant Nonparticip
Balanced Fund Directed Directed Total Directed Directed Total
Assets
Interest in $6,054,528 $54,490,751 $60,545,279 $5,498,014 $44,483,923 $49,981,937
Master Trust
Contribution
Receivable:
Participation - 5,105,012 5,105,012 - 3,532,968 3,532,968
Plan
Savings Plan:
Employee 48,004 - 48,004 55,807 - 55,807
contribution
Employer 16,001 - 16,001 13,628 - 13,628
contribution
Total assets $6,118,533 $59,595,763 $65,714,296 $5,567,449 $48,016,891 $53,584,340
Liabilities &
Net Assets
Available
for Plan
Benefits
Fund payables $ 841 $ 7,573 $ 8,414 $ 11,050 $ 89,401 $100,451
Net assets
available for
plan 6,117,692 59,588,190 65,705,882 5,556,399 47,927,490 53,483,889
benefits
Total
liabilities &
net $6,118,533 $59,595,763 $65,714,296 $5,567,449 $48,016,891 $53,584,340
assets
available for
plan
benefits
</TABLE>
<TABLE>
<CAPTION>
---------December 31, 1997 --------
<S> <C> <C> <C>
Participant Nonparticip
Balanced Fund Directed ant Total
Directed
Plan Interest in Master $1,052,671 $9,668,241 $10,720,912
Trust Income
Company contributions:
Participation plan
- 5,105,012 5,105,012
Savings plan 133,149 - 133,149
Employee savings plan
contributions 600,175 - 600,175
Benefit Payments (706,854) (3,112,553) (3,819,407)
Loans to participants, net (111,915) - (111,915)
Participant interfund (405,933) - (405,933)
transfers
Net increase 561,293 11,660,700 12,221,993
Net assets available for
plan benefits at Jan. 1 5,556,399 47,927,490 53,483,889
Net assets available for $6,117,692 $59,588,190 $65,705,882
plan benefits at Dec. 31
</TABLE>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
D. Interest in Master Trust
The assets of the Balanced Fund and of the Retirement Plan
are commingled and jointly invested in a Master Trust. The
Balanced Fund's share of these investments are presented as
Interest in Master Trust. Interest in Master Trust consists
of contributions, net of benefits paid and a pro rata share
of income earned of approximately 87.4% and 86.7% of the
Master Trust at December 31, 1997 and 1996, respectively.
1997 1996
Fair Value Fair Value
Money Market Funds $- $134,305
Mutual Funds 69,289,140 57,504,226
Total Investments $69,289,140 $57,638,531
Portion attributable to $60,545,279 $49,981,937
the Plan
Income earned on commingled investments of the Master Trust
for the year ended December 31, 1997 is as follows:
Interest and dividends $12,346,574
Net depreciation of (81,396)
investments
Other income 6,662
Total net investment income $12,271,840
Portion attributable to the $10,720,912
Plan
Investment income and administrative expenses relating to
the Master Trust are allocated to the individual plans based
upon their pro rata share.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
E. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for
plan benefits per the financial statements to the Form 5500:
1997 1996
Net assets available for plan benefits
per the financial statement $122,424,349 $93,331,453
Amounts allocated to withdrawing
participants (900,620) (891,560)
Net Assets available for benefits
per the Form 5500 $121,523,729 $92,439,893
The following is a reconciliation of benefit payments per the
statement of changes in net assets available for plan ben
efits to the Form 5500 for the year ended December 31, 1997:
1997
Benefit payments per the statement of changes
in net assets available for plan benefits $ 7,129,963
Add:Amounts allocated to withdrawing
participants at December 31, 1997 900,620
Less:Amounts allocated to withdrawing
participants at December 31, 1996 (891,560)
Benefits paid to participants per the Form 5500 $ 7,139,023
Amounts allocated to withdrawing participants are recorded
on the Form 5500 as benefits payable and represent benefit
claims that have been processed and approved for payment
prior to December 31 but not yet paid as of that date.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
F. General Termination Condition
While the Company has not expressed any intent to
discontinue its contribution under the participation feature
of the Plan, it is free to do so at any time under the
current provisions of the Plan. In the event of a permanent
discontinuance of Company contributions under the
participation feature of the Plan, dissolution of the
Company, acquisition of the Company by an unaffiliated
Company or vote by the Company's Board of Directors to
discontinue the Plan, the Plan shall be deemed terminated
and each participant shall be entitled to an immediate
distribution of his account.
G. Tax Status
The Internal Revenue Service has determined and informed the
Company by a letter dated April 28, 1995, that the Plan is
qualified in accordance with applicable sections of the
Internal Revenue Code (IRC). The Plan has been amended
since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe the Plan is
designed and is currently being operated in compliance with
the applicable requirements of the IRC.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1997
Fair
Security Description Units Cost Value
MILLIPORE COMMON STOCK
FUND
Common Stock:
Millipore 113,856 $3,210,537 $3,863,927
Corporation**
TOTAL FUND INVESTMENTS $3,210,537 $3,863,927
AIM LTD MATURITY FUND
Money Market:
Provident Instit. 31,424 $224,226 $224,226
FDS/Tempfund
Mutual Fund:
AIM Ltd. Maturity 673,728 6,773,846 6,785,250
Treasury Shares
TOTAL FUND INVESTMENTS $6,998,072 $7,009,476
INTEREST IN MASTER - $63,603,554 $60,545,279
TRUST
F&G GAC FUND
Annuity Contract:
Fidelity & Guaranty 2,501,073 $2,501,073 $2,501,073
Life Ins. Co.
TOTAL FUND INVESTMENTS $2,501,073 $2,501,073
INVESTMENT CO. OF
AMERICA FUND
Mutual Fund:
Investment Co. of 285,569 $5,934,181 $8,039,304
America
TOTAL FUND INVESTMENTS $5,934,181 $8,039,304
LOAN FUND
Participant Loans (Int - $ - $3,555,608
rate of 5.5%) **
TOTAL FUND INVESTMENTS $ - $3,555,608
INVESCO STABLE VALUE
FUND
Money Market:
Provident Instit. 23,497 $ 23,497 $23,497
FDS/Tempfund
Insurance Contract:
Invesco Stable Asset 1,467,155 1,467,155 1,467,155
Value
TOTAL FUND INVESTMENTS $1,490,652 $1,490,652
DODGE & COX BALANCED
FUND
Money Market:
Provident Instit. 14,980 $ 14,980 $14,980
FDS/Tempfund
Mutual Fund:
Dodge & Cox Balanced 124,920 7,066,712 8,337,260
Fund
TOTAL FUND INVESTMENTS $7,081,692 $8,352,240
VANGUARD S&P INDEX
FUND
Money Market:
Provident Instit. 12,892 $ 12,892 $12,892
FDS/Tempfund
Mutual Fund:
Vanguard Index TR500 95,730 6,645,201 8,619,344
Portfolio
TOTAL FUND INVESTMENTS $6,658,093 $8,632,236
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1997 (continued)
Fair
Security Description Units Cost Value
AIM CONSTELLATION FUND
Money Market:
Provident Instit. 2,154 $ 2,154 $ 2,154
FDS/Tempfund
Mutual Fund:
AIM Equity FDS 313,385 7,163,435 8,267,363
Constellation
TOTAL FUND INVESTMENTS $7,165,589 $8,269,517
WARBURG PINCUS INT'L
EQUITY FUND
Money Market:
Provident Instit. 21,879 $ 21,879 $ 21,879
FDS/Tempfund
Mutual Fund:
Warburg Pincus Equity 142,525 2,879,083 2,460,838
TOTAL FUND INVESTMENTS $2,900,962 $2,482,717
OTHER
Insurance Contracts:
Pan American Life - $1,746,685 $1,746,685
Insurance Co.
TOTAL FUND INVESTMENTS $1,746,685 $1,746,685
TOTAL INVESTMENTS $109,291,090 $116,488,714
** Parties-in-interest.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Line 27d - Schedule of Reportable Transactions for the year ended
December 31, 1997
When the assets of two or more plans are maintained in one trust
(Master Trust), such as the Balanced Fund, which holds assets for
both the Savings and Participation Plan and Retirement Plan, the
value of plan assets held in the Master Trust are subtracted from
the current value of all plan assets at the beginning of the plan
year in determining the 5% limitation. The following securities
were traded during the year ended December 31, 1997 in series of
transactions that were in excess of 5% of the Participation Plan
total assets excluding the assets of the Balanced Fund at January
1, 1997.
<TABLE>
<CAPTION>
Number of Purchase Number of Sales Historical Realized
Description of Purchases Price Sales Proceeds Cost Net
Asset Gain/(Loss)
<S> <C> <C> <C> <C> <C> <C>
Single transactions:
Provident 1 $3,198,120 - - - -
Institutional
Provident 1 $3,245,845 $3,245,845 -
Institutional
AIM LTD Maturity 1 3,198,120 - - - -
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Series of transactions:
Provident 380 20,674,957 273 20,647,696 41,322,653 -
Institutional
Vanguard Index 19 3,850,869 - - 3,850,869 -
AIM LTD Maturity 15 3,688,306 10 2,353,529 6,039,098 $2,737
Dodge & Cox 17 2,280,920 1 20,000 2,300,920 -
</TABLE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Millipore Corporation on Form S-8 (File No. 2-85698)
of our report dated May 22, 1998 on our audit of the financial
statements of the Millipore Corporation Employees' Participation
and Savings Plan as of December 31, 1997 and 1996, and for the
year ended December 31, 1997 which report is included in this
Annual Report on Form 11-K.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 26, 1998
