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, 1999
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, 2000
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
For the Year Ended December 31, 1999
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
as of December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1999 3
Notes to Financial Statements 4 - 10
Schedule of Assets Held for Investment Purposes
as of December 31, 1999 11
* Other schedules required by 29 CFR 2520.103-10 of the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted as they are not
applicable.
Report of Independent Accountants
To the Participants and Administrator of
the Millipore 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 plan benefits of
Millipore Employees' Participation and Savings Plan (the "Plan")
at December 31, 1999 and 1998, and the changes in net assets
available for plan benefits for the year ended December 31, 1999
in conformity with accounting principles generally accepted in
the United States. 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 auditing standards generally accepted in the
United States, 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, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedule of assets held for investment purposes is
presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is
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 ("ERISA"). This
supplemental schedule is the responsibility of the Plan's
management. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
The schedule of assets held for investment purposes that
accompanies the Plan's financial statements does not disclose the
historical cost of non-participant directed Plan investments.
This information is required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under ERISA.
Boston, Massachusetts
June 7, 2000
<TABLE>
<CAPTION>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
1999 1998
Assets
<S> <C> <C>
Investments, at fair value $167,071,339 $68,019,748
Plan's Interest in Master
Trust, at fair value - 71,301,753
Participant loans
receivable 3,778,798 3,878,006
Contributions receivable:
Participation Account 5,016,613 5,008,340
Savings Account:
Employee contributions - 783,841
Employer contributions - 112,770
Due from Pan American - 263,645
Total assets $175,866,750 $149,368,103
Liabilities and Net Assets
Available for Plan
Benefits
Fund payables $ - $ 235,787
Due to AIM Ltd. Maturity - 263,645
Net assets available for
plan benefits 175,866,750 148,868,671
Total liabilities and net
assets available for plan
benefits $175,866,750 $149,368,103
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<TABLE>
<CAPTION>
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the year ended December 31, 1999
<S> <C>
Investment income:
Dividends on Millipore Common
Stock $ 81,353
Dividends and interest 3,913,562
Net appreciation in fair value of
investments 23,268,838
Investment Income 27,263,753
Contributions:
Employer contributions:
Participation Account 5,016,613
Savings Account 1,639,901
Employee Savings Account
contributions 7,991,686
Total contributions 14,648,200
Benefit payments (14,901,819)
Other expense (12,055)
Net increase 26,998,079
Net assets available for plan
benefits at January 1 148,868,671
Net assets available for plan
benefits at December 31 $175,866,750
</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
General
The following description of the Millipore Corporation (the
"Company") Employees' Participation and Savings Plan (the
"Plan") provides only general information. Participants
should refer to the Plan document for a more complete
description of the Plan's provisions.
The Plan is a defined contribution profit sharing plan
subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA) and was most recently amended
and restated effective January 1, 1997.
The Plan includes a profit sharing feature (the
"Participation Account"), which covers U.S. and Puerto Rico
employees who have at least two years of continuous service
with the Company, and a savings feature (the "Savings
Account"), which covers only U.S. employees. Eligible
employees can contribute to the Savings Account upon service
commencement date, the company match will commence after one
year of continuous service.
Effective August 1, 1999, T. Rowe Price Retirement Plan
Service, Inc. replaced Watson Wyatt Worldwide as
recordkeeper of the Plan. Effective August 1, 1999, T. Rowe
Price Trust Company replaced Investor's Bank & Trust as
trustee of the Plan. As a result of this change in Trustee,
all new investment options were introduced with the
exception of the Millipore Stock Fund and the Master Trust
was dissolved.
Funding Policy
Under the Participation Account, 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
Millipore Asset Allocation Fund. Prior to August 1, 1999,
the Millipore Asset Allocation Fund was known as the
Balanced Fund. Prior to August 1, 1999, the Participation
Account was commingled in a Master Trust with the Retirement
Plan for Employees of Millipore Corporation (the "Retirement
Plan"), a separate plan sponsored by the Company.
Under the Savings Account, participants may elect to
contribute amounts ranging from 1% to 16% of their eligible
compensation on a pre-tax basis subject to certain
limitations. 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 Account and the Company's
matching amount are invested as directed by the participants.
Participants are permitted to invest in one or more of the
investment vehicles offered, pursuant to the provisions of the
Plan.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
A. Description of the Plan - (continued)
Vesting
All participants are fully vested in their entire balance.
Investment Options
A participant may direct contributions into any of the
following investment options:
T. Rowe Price Blue Chip Growth Fund
T. Rowe Price Equity Index Trust
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Balanced Fund
Bankers Trust International Equity Fund
Van Kampen Emerging Growth Fund, Class A
Robert Stevens (RS) Emerging Growth Fund
Pimco Total Return Fund
Millipore Common Stock
In addition to the above funds, there are investments from a
plan acquired through a prior acquisition by the Company,
which consists of Deposit Fund accounts held at Pan American
Life Insurance Company. Employees cannot direct
contributions to these Deposit Fund accounts. The Deposit
Fund accounts hold guaranteed insurance contracts, which
will mature over the next three years until 2002. Upon
maturing, participants must direct such funds into the
investment options mentioned above.
Non-participant directed investments (Participation Account)
are invested in the Millipore Asset Allocation Fund,
formerly the Balanced Fund, which is composed of the
following Grantham, Mayo, Van Otterloo Co., LLC ("GMO")
mutual funds:
GMO US Core Fund III
GMO Domestic Bond Fund III
GMO Small Cap Value Fund III
GMO REIT Fund III
GMO Small Cap Growth Fund III
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
A. Description of the Plan - (continued)
Participant Loans
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
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 5 years. Loan
interest rates are updated monthly. As of December 31,
1999, interest rates on participant loans ranged from 5.5%
to 10.5%. The entire amount of the participant's account
serves as collateral for the loan.
Payment of Benefits
Participant's who are 59 1/2 years or older may, at any
time, withdraw amounts contributed to the Plan by, or on
behalf of them, including 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 accordance
with the provisions of the Plan. Participants may request a
withdrawal from their account for certain hardships that
result from medical expenses, expenses to purchase a
principal residence, or tuition expense for the next 12
months of post secondary education for the participant,
their spouse, children or dependents. The Committee for the
Administration of the Savings Plus/Participation Plan and
the Retirement Plan for the Employees of Millipore
Corporation determines the existence of hardship.
Participation Account contributions and income earned may be
transferred to the Retirement Plan for distribution in
accordance with its provisions, upon meeting certain
requirements as outlined in the Plan document.
B. Summary of Significant Accounting Policies
Basis of Accounting
The Plan's financial statements are prepared under the
accrual basis of accounting.
Investment Valuation
Investments in the money market fund are valued at cost,
which approximates fair market value. Investments in 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 principal plus
accrued interest, which approximates fair value.
Purchases and sales of investments are recorded on a trade
date basis.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
B. Summary of Significant Accounting Policies - (continued)
Net appreciation (depreciation) on fair value of investments
includes realized gains and losses and unrealized
appreciation (depreciation) on investments. In determining
the net gain or loss on investments, cost is determined on
the average cost basis.
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 and disclosure of contingent assets and liabilities
at the date of the financial statements and the changes in
net assets available for plan benefits during the reporting
period. Actual results could differ from those estimates.
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.
Investment Income
Dividend income is recorded on the ex-dividend date.
Interest income is recorded on an accrual basis.
Contributions
Contributions from the Company under the Participation
Account 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 payments are recorded when paid.
Reclassifications
Certain reclassifications were made to the prior year
statement net of assets available for plan benefits in order
to adopt the provisions of Statement on Position 99-3,
Accounting for and Reporting of Certain Defined Contribution
Plan Investments and Other Disclosure Matters.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
C. Investments
The following table presents investments that represent 5
percent or more of the Plan's net assets as of December 31:
<TABLE>
<S> <C> <C>
1999 1998
GMO US Core Fund III* $ 32,938,437 $ 38,983,437
GMO Domestic Bond Fund III* 26,266,889 30,244,229
T. Rowe Price Equity Index Trust 19,654,715 -
Van Kampen Emerging Growth Fund,
Class A 17,973,802 -
T. Rowe Price Balanced Fund 16,307,737 -
T. Rowe Price Blue Chip Growth
Fund 12,996,690 -
T. Rowe Price Summit Cash Reserves
Fund 12,322,184 -
Millipore Common Stock 10,777,402 6,968,924
Vanguard Index TR500 Portfolio - 15,772,342
Investment Co. of America - 10,820,078
Dodge & Cox Balanced Fund - 9,277,315
AIM Equity FDS Constellation - 9,144,542
AIM Ltd. Maturity Treasury Shares - 6,969,038
* Non-participant directed
</TABLE>
During the year ended December 31, 1999, the Plan's
investments (including gains and losses on investments
bought and sold, as well as held during the year)
appreciated in value as follows:
Mutual Funds $ 20,833,165
Common Stock $ 2,435,673
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
D. Non-Participant Directed Investments
Information about the net assets and the significant
components of the changes in net assets relating to the non-
participant directed investments, the Participation Account,
is as follows:
<TABLE>
<CAPTION>
December 31,
<S> <C> <C>
1999 1998
Net Assets:
Mutual Funds $ 73,803,889 $ 69,146,431
Year Ended
December 31,
1999
Change in Net Assets:
Contributions $ 5,016,613
Earnings 5,446,357
Benefits paid to
Participants (5,805,512)
Net change in assets $ 4,657,458
</TABLE>
E. Interest in Master Trust
Prior to August 1, 1999, the assets of the Balanced Fund of
the Plan and of the Retirement Plan were commingled and
jointly invested in a Master Trust. The Participation and
Savings Accounts' share of these investments were presented as
`Interest in Master Trust' in the prior year financial
statements. Interest in Master Trust consisted of
contributions, net of benefits paid and a pro rata share of
income earned of approximately 88.5% at December 31, 1998.
Total mutual fund investments in the Master Trust as of
December 31, 1998 were $80,608,430. Subsequent to August 1,
1999, the assets are no longer commingled.
Income earned on commingled investments of the Master Trust
for the period ended July 31, 1999 was as follows:
Interest and dividends $1,427,152
Net depreciation of investments (1,119,814)
Investment income $ 307,338
Investment income relating to the Master Trust was allocated
to the individual plans based upon the pro rata share and
was reported in net appreciation in fair value of
investments in the Statement of Changes in Net Assets
Available for Plan Benefits.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
F. 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 at December 31:
<TABLE>
<S> <C> <C>
1999 1998
Net assets available for plan
benefits per the financial
statements $175,866,750 $148,868,671
Amounts allocated to withdrawing
participants ( - ) (2,618,508)
Net Assets available for plan
benefits per the Form 5500 $175,866,750 $146,250,163
</TABLE>
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,
1999:
<TABLE>
<S> <C>
Benefit payments per the
statement of changes in net
assets available for plan
benefits $ 14,901,819
Less: Amounts allocated to
withdrawing participants
at December 31, 1998 (2,618,508)
Benefits paid to participants per
the Form 5500 $ 12,283,311
</TABLE>
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.
G. Plan Termination
While the Company has not expressed any intent to
discontinue its contribution to 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 to 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 their account.
H. Tax Status
The Internal Revenue Service has determined and informed the
Company by a letter dated May 15, 2000, that the Plan is
designed in accordance with applicable sections of the
Internal Revenue Code. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Schedule of Assets Held for Investment Purposes as of December
31, 1999**
<TABLE>
<S> <C> <C>
Fair
Security Description Units Value
Millipore Asset
Allocation Fund
GMO US Core Fund III * 1,894,102 $ 32,938,437
GMO Domestic Bond Fund
III * 2,902,419 26,266,889
GMO Small Cap Value
Fund III * 296,181 3,758,541
GMO REIT Fund III * 371,932 3,153,985
GMO Small Cap Growth
und III * 190,753 2,685,809
$ 68,803,661
* Non-participant directed
** Cost information which is required was not available
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No.2-85698) of Millipore
Corporation of our report dated June 7, 2000, 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 7, 2000
</TABLE>
