-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FXqfQwlEMK7FzFtFaPjero/6IvK4PO6Jl+WQOfKgctuylsYZ9xPlNLFohj0b2FlF kBx/8rllcuWMOAFYbPaXTA== 0000066479-97-000014.txt : 19970627 0000066479-97-000014.hdr.sgml : 19970627 ACCESSION NUMBER: 0000066479-97-000014 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970626 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILLIPORE CORP CENTRAL INDEX KEY: 0000066479 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042170233 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09781 FILM NUMBER: 97630179 BUSINESS ADDRESS: STREET 1: 80 ASHBY RD CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172759200 MAIL ADDRESS: STREET 1: 80 ASHBY ROAD CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: MILLIPORE FILTER CORP DATE OF NAME CHANGE: 19661116 11-K 1 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 fiscal year ended December 31, 1996 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 D. Gard Jeffrey D. Gard Committee for Administration of the Millipore Corporation Employees' Participation and Savings Plan Date: June 20, 1997 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN For the Years Ended December 31, 1996 and 1995 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, 1996 and 1995 2 - 5 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information, for the year ended December 31, 1996 6 - 7 Notes to Financial Statements 8 - 17 Line 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1996 18 - 20 Line 27d - Schedule of Reportable Transactions for the year ended December 31, 1996 21 Consent of Independent Accountants 22 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, 1996 and 1995, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1996. 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, 1996 and 1995 and the changes in net assets available for plan benefits for the year ended December 31, 1996 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 16, 1997 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1996 and 1995
1996 Millipore AIM Ltd F&G Investment Stock Maturity Balanced GIC Co of Loan Fund Fund Fund Fund America Fund Fund Assets Investments, at fair value: Common stock of Millipore Corporation, 101,673 shares with a cost of $2,483,677 $4,206,737 $ - $ - $ - $ - $ - Plan's Interest in Master Trust - - 49,596,242 - - - Other Investments - 5,439,244 - 2,759,091 5,596,516 - Participant loan receivable 1,954 111 - 747 690 2,751,378 Contributions receivable: Participation Plan - - 3,532,968 - - - Savings Plan: Employee contrib. 50,950 57,500 55,807 58,925 47,267 - Employer contrib. 11,359 15,688 13,628 8,884 14,998 - Dividends /interestreceiv 32,645 80,905 385,695 10,277 269,756 - 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 plan benefits 4,247,217 5,570,567 53,483,889 2,778,147 5,861,871 2,751,378 Total liabilities and net assets available for plan benefits $4,303,645 $5,593,448 $53,584,340 $2,837,924 $5,929,227 $2,751,378
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, 1996 and 1995
1996 Invesco Dodge & Vanguard AIM Warburg Stable Cox S&P Index Constella- Pincus Value Balanced Fund tion Int'l Total Fund Fund Fund Equity Fund Assets Investments, at fair value: Common stock of Millipore Corporation, 101,673 shares with a cost of $2,483,677 $ - $ - $ - $ - $ - $4,206,737 Plan's Interest in Master Trust - - - - - 49,596,242 Other Investments 1,155,197 5,066,649 3,308,890 6,964,359 1,916,376 32,206,322 Participant loan receivable 68 11,550 72 1,653 202 2,768,425 Contributions receivable: Participation Plan - - - - - 3,532,968 Savings Plan: Employee contrib. 18,803 41,095 53,728 83,500 28,379 495,954 Employer contrib. 4,037 13,483 10,635 22,794 6,219 121,725 Dividends / interest receiv. 9,554 105 39,758 7,003 78,178 913,876 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 plan benefits 1,167,839 5,029,801 3,390,235 7,046,707 2,003,802 93,331,453 Total liabilities and net assets available for plan benefits $1,187,659 $5,132,882 $3,413,083 $7,079,309 $2,029,354 $93,842,249
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, 1996 and 1995
1995 Millipore AIM Ltd F&G Investment Stock Maturity Balanced GIC Co of Loan Fund Fund Fund Fund America Fund Fund Assets Investments, at fair value: Common stock of Millipore Corporation, 87,719 shares with a cost of $1,807,599 $3,607,444 $ - $ - $ - $ - $ - Plan's Interest in Master Trust - - 44,877,343 - - - Other Investments 247,952 6,236,713 - 2,693,618 4,625,106 - Participant loan receivable - 111 109 - 782 2,608,539 Contributions receivable: Participation Plan - - 3,494,659 - - - Savings Plan: Employee contrib. 80,665 74,164 118,693 26,297 47,374 - Employer contrib. 10,750 15,206 15,873 8,766 14,865 - Dividends /interestreceiv 27,598 29,760 645,173 222 259 - Total assets $3,974,409 $6,355,954 $49,151,850 $2,728,903 $4,688,386 $2,608,539 Liabilities and Net Assets Available for Plan Benefits Fund payables $ 9,124 $ 10,630 $ 99,789 $ 45,052 $ 181,708 $ - Net assets available for plan benefits 3,965,285 6,345,324 49,052,061 2,683,851 4,506,678 2,608,539 Total liabilities and net assets available for plan benefits $3,974,409 $6,355,954 $49,151,850 $2,728,903 $4,688,386 $2,608,539
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, 1996 and 1995
1995 Invesco Dodge & Vanguard AIM Warburg Stable Cox S&P Index Constellat Pincus Value Balanced Fund ion Int'l Total Fund Fund Fund Equity Fund Assets Investments, at fair value: Common stock of Millipore Corporation, 87,719 shares with a cost of $1,807,599 $ - $ - $ - $ - $ - $3,607,444 Plan's Interest in Master Trust - - - - - 44,877,343 Other Investments 1,112,315 3,654,663 1,515,948 4,627,117 1,234,165 25,947,597 Participant loan receivable 72 - 72 36 - 2,609,721 Contributions receivable: Participation Plan - - - - - 3,494,659 Savings Plan: Employee contrib. 15,658 71,917 94,961 160,859 17,473 708,061 Employer contrib. 3,731 14,199 7,368 21,836 5,808 118,402 Dividends /interestreceiv 897 334 108 300 79 704,730 Total assets $1,132,673 $3,741,113 $1,618,457 $4,810,148 $1,257,525 $82,067,957 Liabilities and Net Assets Available for Plan Benefits Fund payables $ 38,790 $ 39,041 $ 28,495 $ 29,873 $ 22,345 $ 504,847 Net assets available for plan benefits 1,093,883 3,702,072 1,589,962 4,780,275 1,235,180 81,563,110 Total liabilities and net assets available for plan benefits $1,132,673 $3,741,113 $1,618,457 $4,810,148 $1,257,525 $82,067,957
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, 1996
1996 Millipore AIM Ltd F&G Investment Stock Maturity Balanced GIC Co of Loan Fund Fund Fund Fund America Fund Fund Investment income: Dividends on Millipore Corporation common stock $35,562 $ - $ - $ - $ - $ - Plan's Interest in Master Trust Investment income (Note D) - - 5,119,331 - - - Dividends and interest 2,099 302,138 - 17,001 349,169 143,566 Net appreciation / (depreciation) in fair value of investments 125,276 (40,100) - - 559,861 - Total investment income 162,937 262,038 5,119,331 117,001 909,030 143,566 Contributions: Company contributions: Participation Plan - - 3,532,968 - - - Savings Plan 102,998 128,040 118,215 72,798 140,197 - Employee Savings Plan contributions 494,158 402,281 453,055 274,689 630,314 - Total contributions 597,156 530,321 4,104,238 347,487 770,511 - Benefit payments (176,873) (842,543) (4,056,499) (251,793) (360,239) (67,361) Administrative expenses (4,728) (5,168) - (2,504) (5,294) - Loans to participants, net (10,297) 33,673 12,366 (7,402) (5,563) 66,634 Participant interfund transfers (286,263) (753,078) (747,608) (108,493) 46,748 - Net increase/ (decrease) 281,932 (774,757) 4,431,828 94,296 1,355,193 142,839 Net assets available for plan benefits at January 1 3,965,285 6,345,324 49,052,061 2,683,851 4,506,678 2,608,539 Net assets available for plan benefits at December 31 $4,247,217 $5,570,567 $53,483,889 $2,778,147 $5,861,871 $2,751,378
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, 1996
1996 Invesco Dodge & Vanguard AIM Warburg Stable Cox S&P Index Constella- Pincus Value Balanced Fund tion Int'l Total Fund Fund Fund Equity Fund Investment income: Dividends on Millipore Corporation common stock $ - $ - $ - $ - $ - $35,562 Plan's Interest in Master Trust Investment income (Note D) - - - - - 5,119,331 Dividends and interest 70,853 214,719 65,489 240,615 79,505 1,585,154 Net appreciation / (depreciation) in fair value of investments - 415,384 424,061 624,463 75,425 2,184,370 Total investment income 70,853 630,103 489,550 865,078 154,930 8,924,417 Contributions: Company contributions: Participation Plan - - - - - 3,532,968 Savings Plan 34,370 130,266 78,927 193,718 58,956 1,058,485 Employee Savings Plan contributions 170,169 659,458 419,141 942,434 277,743 4,723,442 Total contributions 204,539 789,724 498,068 1,136,152 336,699 9,314,895 Benefit payments (141,167) (101,036) (107,087) (121,957) (206,314) (6,432,869) Administrative expenses (5,112) (4,175) (2,510) (6,470) (2,139) (38,100) Loans to participants, net (43,255) (58,879) (89) 41,227 (28,415) - Participant interfund transfers (11,902) 71,992 922,341 352,402 513,861 - Net increase/ (decrease) 73,956 1,327,729 1,800,273 2,266,432 768,622 11,768,343 Net assets available for plan benefits at January 1 1,093,883 3,702,072 1,589,962 4,780,275 1,235,180 81,563,110 Net assets available for plan benefits at December 31 $1,167,839 $5,029,801 $3,390,235 $7,046,707 $2,003,802 $93,331,453
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 (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 Commitee), consisting of at least 5 members, appointed by the Board of Directors of the Company. 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. Under the Savings Plan, participants may make voluntary contributions of up to 15% of their eligible compensation. 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 1-5 years. Each loan shall bear interest at a standard rate established by the Committee. The current interest rate is 5.5 %. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) A. Description of the Plan (Continued) 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. 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 GIC Fund is a fully benefit-responsive contract fund, which carries no set limitations. The minimum credited interest rates for December 31, 1996 and 1995 are 4.5% and 5.0% respectively. These rates are adjusted annually to reflect the anticipated yields. The average yields for the years ended December 31, 1996 and 1995 are 4.5% and 5.3% respectively. 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. Investments in insurance contracts are valued at their contract value, which approximates fair value. 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. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) B. Summary of Significant Accounting Policies (Continued) 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. 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 1996 presentation. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) C. Investment Programs The Plan's assets are invested among ten investment funds and a loan fund. Five of these investment funds were new as of April 1995. 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 Common Stock Fund: This fund's investments consist primarily 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 GIC Fund: Investments of this fund include a guaranteed insurance contract with a fixed rate of interest which is determined annually. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) C. Investment Programs (Continued) Investment Co. of America: 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 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. 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. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) C. Investment Programs (Continued) Significant Investments The following table presents investments that represent 5 percent or more of the Plan's total net assets as of December 31, 1996 and 1995. 1996 1995 Balanced Fund Investments $49,596,242 $44,877,343 AIM Equity FDS Constellation 6,962,500 4,588,383 Investment Co. America 5,583,904 4,603,890 AIM Ltd. Maturity Treasury Shares 5,396,480 6,216,189 Dodge & Cox Balanced 5,055,168 - Participant and Non-Participant Directed Investment Programs In September of 1994, the American Institute of Certified Public Accountants issued Practice Bulletin 12, which is an interpretation of paragraph 3.23k of the Audit and Accounting Guide - "Audits of Employee Benefit Plans" ("the Guide"). The Bulletin is effective for plan years beginning after December 15, 1993 . If an investment fund option contains both participant-directed and nonparticipant- directed investments, the participant-directed and nonparticipant-directed portions should be disclosed separately. 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)
December 31, 1996 December 31, 1995 Participant Nonparticip Participant Nonparticip Balanced Fund Directed Directed Total Directed Directed Total Assets Other Investments $5,455,587 $44,140,655 $49,596,242 $5,385,281 $39,492,062 $44,877,343 Loan repayment receiv. - - - 109 - 109 Contribution Receivable: Participation Plan - 3,532,968 3,532,968 - 3,494,659 3,494,659 Savings Plan: Employee contribution 55,807 - 55,807 118,693 - 118,693 Employer contribution 13,628 - 13,628 15,873 - 15,873 Dividend / interest receiv 42,427 343,268 385,695 77,421 567,752 645,173 Total Assets $5,567,449 $48,016,891 $53,584,340 $5,597,377 $43,554,473 $49,151,850 Liabilities & Net Assets Available for Plan Benefits Fund payables $ 11,050 $ 89,401 $ 100,451 $ 11,975 $ 87,814 $ 99,789 Net assets available for plan benefits 5,556,399 47,927,490 53,483,889 5,585,402 43,466,659 49,052,061 Total liabilities & net assets available for plan benefits $5,567,449 $48,016,891 $53,584.340 $5,597,377 $43,554,473 $49,151,850
December 31, 1996 Participant Non- Balanced Fund Directed participant Total Directed Investment Income $551,581 $4,567,750 $5,119,331 Company contributions: Participation plan - 3,532,968 3,532,968 Savings plan 118,215 - 118,215 Employee savings plan contributions 453,055 - 453,055 Benefit Payments (416,612) (3,639,887) (4,056,499) Loans to participants, net 12,366 - 12,366 Participant interfund transfers (747,608) - (747,608) Net (decrease) / increase (29,003) 4,460,831 4,431,828 Net assets available for plan benefits at Jan. 1 5,585,402 43,466,659 49,052,061 Net assets available for plan benefits at Dec. 31 $5,556,399 $47,927,490 $53,483,889 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) D. Interest in Master Trust A portion of the assets of the Plan and the assets of the Retirement Plan are commingled and jointly invested in the Balanced Fund. The Plan's share of the investments of the Balanced Fund consists of contributions, net of benefits paid, and a pro rata share of income earned of approximately 86.7% and 86.0% of the Fund's investments at December 31, 1996 and 1995 respectively. 1996 1995 Fair Value Fair Value Money Market Funds $ 134,305 $29,470,065 Mutual Funds 57,070,126 22,712,920 Total Investments $57,204,431 $52,182,985 Portion attributable to $49,596,242 $44,877,343 the Plan Income earned on commingled investments of the Balanced Fund for the year ended December 31, 1996 is as follows: Interest and dividends $4,245,513 Net appreciation of investments 1,713,108 Expenses (50,852) Total net investment income $5,907,769 Portion attributable to the $5,119,331 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: 1996 1995 Net assets available for plan benefits per the financial statements $93,331,453 $81,563,110 Amounts allocated to withdrawing participants (891,560) (1,142,676) Net Assets available for benefits per the Form 5500 $92,439,893 $80,420,434 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, 1996: 1996 Benefit payments per the statement of changes in net assets available for plan benefits $6,432,869 Add: Amounts allocated to withdrawing participants at December 31, 1996 891,560 Less: Amounts allocated to withdrawing participants at December 31, 1995 (1,142,676) Benefits paid to participants per the Form 5500 $6,181,753 Amounts allocated to withdrawing participants are recorded on the Form 5500 for 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, 1996 Fair Security Description Units Cost Value MILLIPORE COMMON STOCK FUND Common Stock: Millipore Corp. ** 101,673 $ 2,483,677 $ 4,206,720 Total Common Stock 2,483,677 4,206,720 Money Market: Provident Instit. FDS/Tempfund 17 17 17 Total Money Market 17 17 Participant loan receivable - - 1,954 TOTAL FUND INVESTMENTS $ 2,483,694 $4,208,691 AIM LTD MATURITY FUND Money Market: Provident Instit. FDS/Tempfund 42,764 $42,764 $ 42,764 Total Money Market 42,764 42,764 Mutual Fund: AIM Ltd. Maturity Treas. Shares 538,034 5,407,883 5,396,480 Total Mutual Fund 5,407,883 5,396,480 Participant loan receivable - - 111 TOTAL FUND INVESTMENTS $5,450,647 $5,439,355 INTEREST IN MASTER TRUST - $52,567,889 $49,596,242 F&G GIC FUND Money Market: Provident Instit. FDS/Tempfund 13,294 $13,294 $ 13,294 Total Money Market 13,294 13,294 Insurance Contract: Fidelity & Guaranty Life Ins. Co. 2,745,797 2,745,797 2,745,797 Total Insurance Contract 2,745,797 2,745,797 Participant loan receivable - - 747 TOTAL FUND INVESTMENTS $2,759,091 $ 2,759,838 INVESTMENT CO. OF AMERICA Money Market: Provident Instit. FDS/Tempfund 12,612 $12,612 $ 12,612 Total Money Market 12,612 12,612 Mutual Fund: Investment Co. America 230,454 4,320,717 5,583,904 Total Mutual Fund 4,320,717 5,583,904 Participant loan receivable - - 690 TOTAL FUND INVESTMENTS $4,333,329 $5,597,206 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Line 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1996 (continued) Fair Security Description Units Cost Value INVESCO STABLE VALUE FUND Money Market: Provident Instit. FDS/Tempfund 13,136 $ 13,136 $ 13,136 Total Money Market 13,136 13,136 Insurance Contract: Invesco Stable Asset Value 1,142,061 1,142,061 1,142,061 Total Insurance Contract 1,142,061 1,142,061 Participant loan receivable - - 68 TOTAL FUND INVESTMENTS $1,155,197 $1,155,265 DODGE & COX BALANCED FUND Money Market: Provident Instit. FDS/Tempfund 11,481 $ 11,481 $ 11,481 Total Money Market 11,481 11,481 Mutual Fund: Dodge & Cox Balanced Fund 84,506 4,369,498 5,055,168 Total Mutual Fund 4,369,498 5,055,168 Participant loan - - 11,550 receivable TOTAL FUND INVESTMENTS $4,380,979 $5,078,199 VANGUARD S&P INDEX FUND Money Market: Provident Instit. FDS/Tempfund 4 $ 4 $ 4 Total Money Market 4 4 Mutual Fund: Vanguard Index TR500 Portfolio 47,844 2,693,788 3,308,886 Total Mutual Fund 2,693,788 3,308,886 Participant loan receivable - - 72 TOTAL FUND INVESTMENTS $2,693,792 $3,308,962 AIM CONSTELLATION FUND Money Market: Provident Instit. FDS/Tempfund 1,859 $ 1,859 $ 1,859 Total Money Market 1,859 1,859 Mutual Fund: AIM Equity FDS Constellation 275,633 6,067,004 6,962,500 Total Mutual Fund 6,067,004 6,962,500 Participant loan receivable - - 1,653 TOTAL FUND INVESTMENTS $6,068,863 $6,966,012 WARBURG PINCUS FUND Money Market: Provident Instit. FDS/Tempfund 2,065 $ 2,065 $ 2,065 Total Money Market 2,065 2,065 Mutual Fund: Warburg Pincus Equity 91,858 1,773,275 1,914,311 Total Mutual Fund 1,773,275 1,914,311 Participant loan receivable - - 202 TOTAL FUND INVESTMENTS $1,775,340 $1,916,578 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Line 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1996 (continued) Fair Security Description Units Cost Value LOAN FUND Participant Loans (Int rate of 5.5%) ** - $ - $2,751,378 TOTAL FUND INVESTMENTS $ - $2,751,378 TOTAL INVESTMENTS $83,668,821 $88,777,726 **Parties-in-interest MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Line 27d - Schedule of Reportable Transactions for the year ended December 31, 1996 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, 1996 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, 1996.
Number of Purchase Number Sales Historical Realized Description of Purchases Price of Proceeds Cost Net Gain Asset Sales /(Loss) Series of transactions: Provident Inst. 330 $9,734,419 241 $10,027,097 $19,761,516 $ - AIM Equity FDS 12 2,248,965 4 448,561 2,642,879 54,647
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 16, 1997 on our audit of the financial statements of the Millipore Corporation Employees' Participation and Savings Plan as of December 31, 1996 and 1995, and for the year ended December 31, 1996 which report is included in this Annual Report on Form 11-K. Coopers & Lybrand L.L.P. Boston, Massachusetts June 23, 1997 -----END PRIVACY-ENHANCED MESSAGE-----