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, 1998
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/Jeffrey Rudin
Jeffrey Rudin
Committee for
Administration
of the Millipore
Corporation
Employees' Participation
and
Savings Plan
Date: June 28, 1999
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
For the Year Ended December 31, 1998
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, 1998 and 1997 2 - 5
Statement of Changes in Net Assets Available for Plan
Benefits, with Fund Information, for the year ended
December 31, 1998 6 - 7
Notes to Financial Statements 8 - 17
Line 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1998 18 - 19
Line 27d - Schedule of Reportable Transactions for the year
ended December 31, 1998 20
Consent of Independent Accountants 21
Report of Independent Accountants
To the Trustees of the Millipore Corporation
Employees' Participation and Savings Plan:
In our opinion, the accompanying statements of net assets
available for plan benefits and the related statement of changes
in net assets available for plan benefits present fairly, in all
material respects, the net assets available for benefits of the
Millipore Corporation Employees' Participation and Savings Plan as
of December 31, 1998 and 1997, and the changes in net assets
available for benefits for the year ended December 31, 1998 in
conformity with generally accepted accounting principles. 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
of these statements in accordance with generally accepted auditing
standards which 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.
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
PricewaterhouseCoopers LLP
May 19, 1999, except for Note H,
for which the date is June 17, 1999
1
<TABLE>
<CAPTION>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
December 31, 1998 and 1997
1998
Millipore AIM Ltd. F&G Invest. Co.
Stock Maturity Balanced GAC of America Loan
Fund Fund Fund Fund Fund Fund
Assets
<S> <C> <C> <C> <C> <C> <C>
Investments $7,073,821 $ 7,193,075 $ - $2,708,358 $10,889,113 $ -
Plan's Interest
in Master Trust - - 71,301,753 - - -
Participant
loan receiv. - - - - - 3,878,006
Contributions
receivable:
Participation - - 5,008,340 - - -
Plan
Savings Plan:
Employee 117,380 68,559 63,901 29,348 103,158 -
contrib.
Employer 10,106 8,802 13,946 4,337 13,698 -
contrib.
Due from Pan
American - 263,645 - - - -
Total assets $7,201,307 $ 7,534,081 $76,387,940 $2,742,043 $11,005,969 $3,878,006
Liabilities
and Net
Assets
Available for
Plan Benefits
Fund payables $35,674 $38,042 $ 37,208 $28,609 $ 20,195 $ -
Due to AIM - - - - - -
Ltd. Maturity
Net assets
available for 7,165,633 7,496,039 76,350,732 2,713,434 10,985,774 3,878,006
plan benefits
Total
liabilities
and net assets $7,201,307 $7,534,081 $76,387,940 $2,742,043 $11,005,969 $3,878,006
available for
plan Benefits
</TABLE>
The accompanying notes are an integral part of the financial
statements.
2
<TABLE>
<CAPTION>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
(continued)
December 31, 1998 and 1997
1998
Invesco Dodge & Vanguard AIM Warburg
Stable Cox S&P Constell- Pincus
Value Balanced Index ation Int'l
Fund Fund Fund Fund Equity Other Total
Fund
Assets
<S> <C> <C> <C> <C> <C> <C> <C>
Investments $2,184,625 $9,311,760 $15,942,455 $9,158,459 $2,314,095 $1,243,987 $68,019,748
Plan's Interest - - - - - - 71,301,753
in Master Trust
Participant - - - - - - 3,878,006
loan receiv.
Contributions
receivable:
Participation - - - - - - 5,008,340
Plan
Savings Plan:
Employee 18,761 84,058 178,124 93,960 26,592 - 783,841
contrib.
Employer 3,332 15,433 23,758 14,919 4,439 - 112,770
contrib.
Due from Pan
American - - - - - - 263,645
Total assets $2,206,718 $9,411,251 $16,144,337 $9,267,338 $2,345,126 $ 1,243,987 $149,368,103
Liabilities
and Net
Assets
Available for
Plan Benefits
Fund payables $ 643 $27,762 $25,248 $18,868 $ 3,538 $ - $235,787
Due to AIM - - - - - 263,645 263,645
Ltd. Maturity
Net assets
available for 2,206,075 9,383,489 16,119,089 9,248,470 2,341,588 980,342 148,868,671
plan benefits
Total
liabilities
and net $2,206,718 $9,411,251 $16,144,337 $9,267,338 $2,345,126 $1,243,987 $149,368,103
assets available
for plan Benefits
</TABLE>
The accompanying notes are an integral part of the financial
statements.
3
<TABLE>
<CAPTION>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
December 31, 1998 and 1997
1997
Millipore AIM Ltd. F&G Invest.
Stock Maturity Balanced GAC Co. Loan
Fund Fund Fund Fund of America Fund
Fund
Assets
<S> <C> <C> <C> <C> <C> <C>
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
American - 289,905 - - - -
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 assets $3,940,121 $7,407,025 $65,714,296 $2,533,795 $8,126,272 $3,555,608
available for
plan benefits
</TABLE>
The accompanying notes are an integral part of the financial
statements.
4
<TABLE>
<CAPTION>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
(continued)
December 31, 1998 and 1997
1997
Invesco Dodge & Vanguard AIM Warburg
Stable Cox S&P Constell- Pincus
Value Balanced Index ation Int'l
Fund Fund Fund Fund Equity Other Total
Fund
Assets
<S> <C> <C> <C> <C> <C> <C> <C>
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 Master - - - - - - 60,545,279
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
American - - - - - - 289,905
Total assets $1,511,927 $8,457,455 $8,849,356 $8,832,467 $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 1,511,576 8,456,519 8,848,507 8,381,386 2,503,935 1,456,780 122,424,349
plan benefits
Total
liabilities
and net
assets $1,511,927 $8,457,455 $8,849,356 $8,382,467 $2,504,327 $1,746,685 $122,729,334
available for
plan Benefits
</TABLE>
The accompanying notes are an integral part of the financial
statements.
5
<TABLE>
<CAPTION>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
For the year ended December 31, 1998
Millipore AIM Ltd. F&G Invest. Co.
Stock Maturity Balanced GAC of America Loan
Fund Fund Fund Fund Fund Fund
Investment
income:
<S> <C> <C> <C> <C> <C> <C>
Dividends on
Millipore $76,621 $ - $ - $ - $ - $ -
Common stock
Plan's Interest
in Master Trust - - 8,448,579 - - -
Invest. Income
(Note D)
Dividends and 2,140 356,403 - 95,839 255,102 215,438
interest
Net appreciation
in fair value of 280,207 64,914 - - 1,678,240 -
investments
Investment income 358,968 421,317 8,448,579 95,839 1,933,342 215,438
Contributions:
Company
contributions:
Participation - - 5,008,340 - - -
Plan
Savings Plan 141,751 129,100 140,381 62,999 205,888 -
Employee Savings
Plan 581,955 464,551 588,030 335,739 982,744 3,292
contributions
Transfer from Span - 1,726,245 - - - -
Total 723,706 2,319,896 5,736,751 398,738 1,188,632 3,292
contributions
Benefit payments (141,522) (1,045,940) (3,203,642) (153,064) (387,281) (197,642)
Other (expense) (1,526) (946) - (803) (2,027) -
income
Loans to 63,493 (135,760) (31,625) (47,102) (15,285) 301,310
participants, net
Participant 2,223,271 (1,468,773) (305,213) (113,567) 143,118 -
interfund trsfs.
Net increase 3,226,390 89,794 10,644,850 180,041 2,860,499 322,398
(decrease)
Net assets
available
for plan benefits 3,939,243 7,406,245 65,705,882 2,533,393 8,125,275 3,555,608
at Jan. 1
Net assets
available for $7,165,633 $7,496,039 $76,350,732 $ 2,713,434 $10,985,774 $3,878,006
plan benefits at
Dec. 31
</TABLE>
The accompanying notes are an integral part of the financial
statements.
6
<TABLE>
<CAPTION>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION (continued)
For the year ended December 31, 1998
Invesco Dodge & Vanguard AIM Warburg
Stable Cox S&P Index Constell- Pincus
Value Balanced Fund ation Int'l Other Total
Fund Fund Fund Equity
Fund
Investment
income:
<S> <C> <C> <C> <C> <C> <C> <C>
Dividends on
Millipore $ - $ - $ - $ - $ - $ - $76,621
Common stock
Plan's Interest
in Master
Trust Invest. - - - - - - 8,448,579
Income (Note D)
Dividends and 105,495 413,920 186,332 3,194 1,287 82,232 1,717,382
interest
Net
appreciation
in fair value - 124,584 2,855,288 1,464,650 114,056 - 6,581,939
of investments
Investment 105,495 538,504 3,041,620 1,467,844 115,343 82,232 16,824,521
income
Contributions:
Company
contributions:
Participation - - - - - - 5,008,340
Plan
Savings Plan 48,279 254,920 354,524 250,481 83,637 - 1,671,960
Employee
Savings Plan 239,828 1,174,468 2,329,192 1,169,228 422,356 - 8,291,383
contributions
Transfer from
Span - - - - - - 1,726,245
Total 288,107 1,429,388 2,683,716 1,419,709 505,993 - 16,697,928
contributions
Benefit (135,319) (379,034) (586,903) (400,507) (132,284) (296,795) (7,059,933)
payments
Other (5,531) (1,114) 192 (974) (509) (4,956) (18,194)
(expense)income
Loans to (11,658) (68,844) (51,338) 7,971 (11,162) - -
participants,
net
Participant
interfund 453,405 (591,930) 2,183,295 (1,626,959) (639,728) (256,919) -
trsfs.
Net increase 694,499 926,970 7,270,582 867,084 (162,347) (476,438) 26,444,322
(decrease)
Net assets
available for
plan benefits 1,511,576 8,456,519 8,848,507 8,381,386 2,503,935 1,456,780 122,424,349
at Jan. 1
Net assets
available for $2,206,075 $9,383,489 $16,119,089 $ 9,248,470 $2,341,588 $ 980,342 $148,868,671
plan benefits
at Dec. 31
</TABLE>
The accompanying notes are an integral part of the financial
statements.
7
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. Employees can contribute to the plan
immediately, the company match will commence after one year
of continuous service. The Plan is administered by a
Committee (the Committee), 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) and its subsidiary
Span Instruments Inc., 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) and the Span Instruments 401k
Plan (the Span Plan) into the Plan. Effective June 1, 1997,
benefits ceased to accrue under the Tylan Plan and the Span
Plan. The net assets of the Tylan Plan and the Span Plan
were subsequently transferred to the Plan as of June 30, 1997
(the "Plan Merger date") and July 31,1998, respectively.
All Amicon and Tylan employees became eligible for the
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 the 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.
8
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 lesser 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, 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.
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, will be
distributed in a lump sum to the participant or beneficiary.
Participation Plan contributions in some cases and income
earned 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.
9
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (continued)
B. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the
accrual method of accounting.
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 the years ended December 31, 1998 and 1997
was 4.5%. This rate is reviewed annually to reflect the
anticipated yields. The average yield for the years ended
December 31, 1998 and 1997 was also 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 6.37% and 6.55% for
the years ended December 31, 1998 and 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.
10
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.
C. Investment Programs
The Plan's assets are invested among ten investment funds, a
loan fund and a temporary fund (the Other Fund) 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. The investment funds
(see also Note H) available to employees are as follows:
11
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.
12
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 Fund:
This is the remaining Tylan Plan balance which has not been
invested within the Company's ten investment fund options as
of December 31, 1998. 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 four Deposit Funds remaining and
they will be maturing over the next four 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 (excluding the
Master Trust Investments) as of December 31, 1998 and 1997.
1998 1997
Vanguard Index TR500 Portfolio $15,772,342 $8,619,344
Investment Co. of America 10,820,078 8,039,304
Dodge & Cox Balanced Fund 9,277,315 8,337,260
AIM Equity FDS Constellation 9,144,542 8,267,363
AIM Ltd. Maturity Treasury Shares 6,969,038 6,785,250
Millipore Common Stock Fund 6,968,924 3,863,927
13
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (continued)
C. Investment Programs (continued)
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.
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
Participant Nonparticipant Participant Nonparticipant
Balanced Fund Directed Directed Total Directed Directed Total
Assets
<S> <C> <C> <C> <C> <C> <C>
Interest in $7,130,175 $64,171,578 $71,301,753 $6,054,528 $54,490,751 $60,545,279
Master Trust
Contribution
Receivable:
Participation
Plan - 5,008,340 5,008,340 - 5,105,012 5,105,012
Savings Plan:
Employee
contribution 63,901 - 63,901 48,004 - 48,004
Employer
contribution 13,946 - 13,946 16,001 - 16,001
Total assets $7,208,022 $69,179,918 $76,387,940 $6,118,533 $59,595,763 $65,714,296
Liabilities &
Net Assets
Available for
Plan Benefits
Fund payables $3,721 $33,487 $ 37,208 $841 $7,573 $8,414
Net assets
available for
plan 7,204,301 69,146,431 76,350,732 6,117,692 59,588,190 65,705,882
benefits
Total
liabilities &
net $7,208,022 $69,179,918 $76,387,940 $6,118,533 $59,595,763 $65,714,296
Assets
available for
plan
benefits
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998
Participant Nonparticipant
Balanced Fund Directed Directed Total
<S> <C> <C> <C>
Plan Interest in Master
Trust Income $823,442 $7,625,137 $8,448,579
Company contributions:
Participation plan - 5,008,340 5,008,340
Savings plan 140,381 - 140,381
Employee savings plan
Contributions 588,030 - 588,030
Benefit Payments (128,406) (3,075,236) (3,203,642)
Loans to participants, net (31,625) - (31,625)
Participant interfund (305,213) - (305,213)
transfers
Net increase 1,086,609 9,558,241 10,644,850
Net assets available for
plan benefits at Jan. 1 6,117,692 59,588,190 65,705,882
Net assets available for
plan benefits at Dec. 31 $7,204,301 $69,146,431 $76,350,732
</TABLE>
14
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 88.5% and 87.4% of the
Master Trust at December 31, 1998 and 1997, respectively.
1998 1997
Fair Value Fair Value
Total mutual fund $80,608,430 $69,289,140
investments
Portion attributable to $71,301,753 $60,545,279
the Plan
Income earned on commingled investments of the Master Trust
for the year ended December 31, 1998 is as follows:
Interest and dividends $12,391,073
Net depreciation of (2,786,641)
investments
Other expense (29,708)
Total net investment income $9,574,724
Portion attributable to the $8,448,579
Plan
Investment income and administrative expenses relating to the
Master Trust are allocated to the individual plans based upon
their pro rata share.
15
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:
1998 1997
Net assets available for $148,868,671 $122,424,349
plan benefits
per the financial
statements
Amounts allocated to (2,618,508) (900,620)
withdrawing participants
Net Assets available $146,250,163 $121,523,729
for benefits per the
Form 5500
The following is a reconciliation of benefit payments per the
statement of changes in net assets available for plan benefits
to the Form 5500 for the year ended December 31, 1998:
1998
Benefit payments per the
statement of changes in
net assets available for
plan benefits $7,059,933
Add: Amounts allocated to
withdrawing participants at
December 31, 1998 2,618,508
Less: Amounts allocated to
withdrawing participants at
December 31, 1997 (900,620)
Benefits paid to participants
per the Form 5500 $8,777,821
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.
16
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 believes the Plan is designed and is currently
being operated in compliance with the applicable requirements
of the IRC.
H. Subsequent Event
On June 17, 1999, the Board of Directors of Millipore
Corporation approved certain amendments to the Plan,
effective August 1, 1999, to change among other things, the
investment custodian and to allow the Trustees of the Plan
broad discretion in providing investment choices for
participant directed investments. The current investment
choices will be replaced in August with a new set of
investment choices that have similar strategies.
17
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1998
Fair
Security Description Units Cost Value
MILLIPORE COMMON STOCK
FUND
Money Market:
Provident Instit. 104,897 $104,897 $104,897
FDS/Tempfund
Common Stock:
Millipore Corporation** 246,143 $6,242,271 $6,968,924
TOTAL FUND INVESTMENTS $6,347,168 $7,073,821
AIM LTD MATURITY FUND
Money Market:
Provident Instit. 224,037 $224,037 $224,037
FDS/Tempfund
Mutual Fund:
AIM Ltd. Maturity 685,928 6,899,682 6,969,038
Treasury Shares
TOTAL FUND INVESTMENTS $7,123,719 $7,193,075
INTEREST IN MASTER TRUST $76,763,938 $71,301,753
F&G GAC FUND
Money Market:
Provident Instit.
FDS/Tempfund 20,742 $20,742 $20,742
Annuity Contract:
Fidelity & Guaranty 2,687,616 $2,687,616 $2,687,616
Life Ins. Co.
TOTAL FUND INVESTMENTS $2,708,358 $2,708,358
INVESTMENT CO. OF
AMERICA FUND
Money Market:
Provident Instit. 69,035 $69,035 $69,035
FDS/Tempfund
Mutual Fund:
Investment Co. of 348,248 $7,936,570 $10,820,078
America
TOTAL FUND INVESTMENTS $8,005,605 $10,889,113
LOAN FUND
Participant Loans (Int - $ - $3,878,006
rate of 5.5%) **
TOTAL FUND INVESTMENTS $ - $3,878,006
INVESCO STABLE VALUE
FUND
Money Market:
Provident Instit. 30,025 $30,025 $30,025
FDS/Tempfund
Insurance Contract:
Invesco Stable Asset 2,154,600 2,154,600 2,154,600
Value
TOTAL FUND INVESTMENTS $2,184,625 $2,184,625
DODGE & COX BALANCED
FUND
Money Market:
Provident Instit. 34,445 $34,445 $34,445
FDS/Tempfund
Mutual Fund:
Dodge & Cox Balanced 142,246 8,342,347 9,277,315
Fund
TOTAL FUND INVESTMENTS $8,376,792 $9,311,760
18
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1998 (continued)
Fair
Security Description Units Cost Value
VANGUARD S&P INDEX FUND
Money Market:
Provident Instit. 170,113 $170,113 $170,113
FDS/Tempfund
Mutual Fund:
Vanguard Index TR500 138,414 10,991,128 15,772,342
Portfolio
TOTAL FUND INVESTMENTS $11,161,241 $15,942,455
AIM CONSTELLATION FUND
Money Market:
Provident Instit. 13,917 $13,917 $13,917
FDS/Tempfund
Mutual Fund:
AIM Equity FDS 299,625 6,931,778 9,144,542
Constellation
TOTAL FUND INVESTMENTS $6,945,695 $9,158,459
WARBURG PINCUS INT'L
FUND
Money Market:
Provident Instit. 27,543 $27,543 $27,543
FDS/Tempfund
Mutual Fund:
Warburg Pincus Equity 128,530 2,543,049 2,286,552
TOTAL FUND INVESTMENTS $2,570,592 $2,314,095
OTHER
Money Market:
Provident Instit. $210 $210
FDS/Tempfund
Insurance Contracts:
Plan American Life 1,243,777 1,243,777
Insurance Co.
TOTAL FUND INVESTMENTS $1,243,987 $ 1,243,987
TOTAL INVESTMENTS $133,431,720 $143,199,507
** Parties-in-interest.
19
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Line 27d - Schedule of Reportable Transactions for the year ended
December 31, 1998
The following table presents a series of transactions which were greater
than 5 percent of the Employees' Participation and Savings Plan's total
assets excluding the assets of the Balanced Fund as of January 1, 1998.
<TABLE>
<CAPTION>
Current value of
Purchase Selling Cost of asset on transaction Net
Description of price price asset date gain
Asset
<S> <C> <C> <C> <C> <C>
Provident Institutional FDS/Tempfund
Purchases $28,994,742 - $28,994,742 $28,994,742 -
Sales - $27,896,086 $27,896,086 $27,896,086 -
Vanguard Index
Purchases $3,866,829 - $3,866,829 $3,866,829 -
Sales - $ 30,000 $ 27,555 $ 30,000 $ 2,445
Millipore Stock Fund
Purchases $3,916,259 - $3,916,259 $3,916,259 -
Sales - $1,057,504 $ 958,294 $1,057,504 $99,210
Dodge & Cox
Purchases $2,339,472 - $2,339,472 $2,339,472 -
Sales - $ 695,000 $ 674,565 $ 695,000 $20,435
</TABLE>
20
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (File No. 2-85698) of Millipore
Corporation of our report dated May 19, 1999, except for Note H,
for which the date is June 17, 1999, relating to the
financial statements of Millipore Corporation Employees'
Participation and Savings Plan, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Boston, Massachusetts
June 28, 1999
21
