-----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, I9+iakQAsn+glWQL6E6Vx89RKS11cPn18htUZ0wzpJWo40lRpkAcbUh7okoTTZdx zuFwsVWqR0u5EINXssyLjQ== 0000066479-98-000007.txt : 19980630 0000066479-98-000007.hdr.sgml : 19980630 ACCESSION NUMBER: 0000066479-98-000007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 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: SEC FILE NUMBER: 001-09781 FILM NUMBER: 98656989 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 year ended December 31, 1997 MILLIPORE CORPORATION (Name of issuer of the securities held Pursuant to the Plan) 80 Ashby Road Bedford, Massachusetts 01730 (Address of the principal executive office of the issuer) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee has duly caused this Annual Report to be signed by the undersigned thereunto duly authorized. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN BY:/s/ Patricia Powers Patricia Powers Committee for Administration of the Millipore Corporation Employees' Participation and Savings Plan Date: June 26, 1998 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN For the Year Ended December 31, 1997 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Index to Financial Statements and Supplemental Schedules Financial Statements and Exhibits Page(s) Report of Independent Accountants 1 Statements of Net Assets Available for Plan Benefits, with Fund Information, at December 31, 1997 and 1996 2 - 5 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information, for the year ended December 31, 1997 6 - 7 Notes to Financial Statements 8 - 17 Line 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1997 18 - 19 Line 27d - Schedule of Reportable Transactions for the year ended December 31, 1997 20 Consent of Independent Accountants 21 Report of Independent Accountants To the Trustees of the Millipore Corporation Employees' Participation and Savings Plan: We have audited the accompanying statements of net assets available for plan benefits of the Millipore Corporation Employees' Participation and Savings Plan as of December 31, 1997 and 1996, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1997. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Millipore Corporation Employees' Participation and Savings Plan as of December 31, 1997 and 1996 and the changes in net assets available for plan benefits for the year ended December 31, 1997 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment purposes and (2) reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Boston, Massachusetts Coopers & Lybrand L.L.P. May 22, 1998 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1997 and 1996 1997
Millipore AIM Ltd F&G Invest. Co. Stock Maturity Balanced GAC of America Loan Fund Fund Fund Fund Fund Fund Assets Investments $ 3,863,927 $7,009,476 $ - $2,501,073 $8,039,304 $ - Plan's Interest in - - 60,545,279 - - - Master Trust Participant - - - - - 3,555,608 loan receiv. Contributions receivable: Participation - - 5,105,012 - - - Plan Savings Plan: Employee 57,914 87,683 48,004 24,542 65,694 - contrib. Employer 18,280 19,961 16,001 8,180 21,274 - contrib. Due from Pan - 289,905 - - - - American Total assets $3,940,121 $7,407,025 $65,714,296 $2,533,795 $8,126,272 $3,555,608 Liabilities and Net Assets Available for Plan Benefits Fund payables $ 878 $ 780 $ 8,414 $ 402 $ 997 $ - Due to AIM - - - - - - Ltd Maturity Net assets available for 3,939,243 7,406,245 65,705,882 2,533,393 8,125,275 3,555,608 plan benefits Total liabilities and net $3,940,121 $7,407,025 $65,714,296 $2,533,795 $8,126,272 $3,555,608 assets available for plan benefits
The accompanying notes are an integral part of the financial statements. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION (Continued) December 31, 1997 and 1996 1997
Invesco Dodge & Cox Vanguard AIM Warburg Stable Value Balanced S&P Constell- Pincus Fund Fund Index ation Int'l Equity Fund Fund Fund Other Total Assets Investments $1,490,652 $8,352,240 $8,632,236 $8,269,517 $2,482,717 $1,746,685 $52,387,827 Plan's Interest in - - - - - - 60,545,279 Master Trust Participant - - - - - - 3,555,608 loan receiv. Contributions receivable Participation - - - - - - 5,105,012 Plan Savings Plan: Employee 15,956 80,843 182,746 85,565 11,605 - 660,552 contrib. Employer 5,319 24,372 34,374 27,385 10,005 - 185,151 contrib. Due from Pan - - - - - - 289,905 American Total assets $1,511,927 $8,457,455 $8,849,356 $8,382,467 $2,504,327 $1,746,685 $122,729,334 Liabilities and Net Assets Available for Plan Benefits Fund payables $ 351 $ 936 $ 849 $ 1,081 $ 392 $ - $15,080 Due to AIM - - - - - 289,905 289,905 Ltd Maturity Net assets available for plan 1,511,576 8,456,519 8,848,507 8,381,386 2,503,935 1,456,780 122,424,349 benefits Total liabilities and net $1,511,927 $8,457,455 $8,849,356 $8,382,467 $2,504,327 $1,746,685 $122,729,334 assets available for plan benefits
The accompanying notes are an integral part of the financial statements. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1997 and 1996 1996
Millipore AIM Ltd F&G Investment Stock Maturity Balanced GAC Co of Loan Fund Fund Fund Fund America Fund Fund Assets Investments $4,239,382 $5,520,149 $ - $2,769,368 $5,866,272 $ - Plan's Interest in Master Trust - - 49,981,937 - - - Participant - - - - - 2,751,378 loan receivable Contributions receivable: Participation - - 3,532,968 - - - Plan Savings Plan: Employee 52,904 57,611 55,807 59,672 47,957 - contrib. Employer 11,359 15,688 13,628 8,884 14,998 - contrib. Total assets $4,303,645 $5,593,448 $53,584,340 $2,837,924 $5,929,227 $2,751,378 Liabilities and Net Assets Available for Plan Benefits Fund payables $ 56,428 $22,881 $100,451 $59,777 $67,356 $ - Net assets available for 4,247,217 5,570,567 53,483,889 2,778,147 5,861,871 2,751,378 plan benefits Total liabilities and net assets $4,303,645 $5,593,448 $53,584,340 $2,837,924 $5,929,227 $2,751,378 available for plan benefits
The accompanying notes are an integral part of the financial statements. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION (Continued) December 31, 1997 and 1996 1996
Invesco Dodge & Cox Vanguard AIM Warburg Stable Value Balanced S&P Index Constellatio Pincus Int'l Fund Fund Fund n Equity Fund Total Fund Assets Investments $1,164,751 $5,066,754 $3,348,648 $6,971,362 $1,994,554 $36,941,240 Plan's Interest in Master Trust - - - - - 49,981,937 Participant loan - - - - - 2,751,378 receivable Contributions receivable: Participation - - - - - 3,532,968 Plan Savings Plan: Employee contrib. 18,871 52,645 53,800 85,153 28,581 513,001 Employer contrib. 4,037 13,483 10,635 22,794 6,219 121,725 Total assets $1,187,659 $5,132,882 $3,413,083 $7,079,309 $2,029,354 $93,842,249 Liabilities and Net Assets Available for Plan Benefits Fund payables $ 19,820 $103,081 $22,848 $32,602 $25,552 $510,796 Net assets available for 1,167,839 5,029,801 3,390,235 7,046,707 2,003,802 93,331,453 plan benefits Total liabilities and net assets $1,187,659 $5,132,882 $3,413,083 $7,079,309 $2,029,354 $93,842,249 available for plan benefits
The accompanying notes are an integral part of the financial statements. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1997 1997
Millipore AIM Ltd F&G Invest. Co. Stock Maturity Balanced GAC of America Loan Fund Fund Fund Fund Fund Fund Investment income: Dividends on Millipore $41,187 $ - $ - $ - $ - $ - common stock Plan's Interest in Master Trust Invest. - - 10,720,912 - - - income (Note D) Dividends and 1,304 328,358 - 124,397 801,858 158,201 interest Net apprec. / (deprec.) in (874,007) 22,325 - - 911 104 - fair value of investments Investment (831,516) 350,683 10,720,912 124,397 1,712,962 158,201 (loss)/income Contributions: Company contrib.: Participation - - 5,105,012 - - - Plan Savings Plan 131,174 139,080 133,149 78,126 171,361 - Employee Savings Plan 712,585 644,952 600,175 272,482 835 901 - contributions Transfer from - 3,197,523 - - - 300,414 Tylan Plan Total 843,759 3,981,555 5,838,336 350,608 1,007,262 300,414 contributions Benefit (350,892) (297,382) (3,819,407) (257,005) (552,336) (166,707) payments Other income/ 192 1,594 - 795 702 - (expense) Loans to (98,641) (91,469) (111,915) (116,956) (69,871) 512,322 participants, net Participant 129,124 (2,109,303) (405,933) (346,593) 164 685 - interfund trsfs. Net (307,974) 1,835,678 12,221,993 (244,754) 2,263,404 804,230 (decrease)/increase Net assets available 4,247,217 5,570,567 53,483,889 2,778,147 5,861,871 2,751,378 for plan benefits at Jan. 1 Net assets available for $3,939,243 $7,406,245 $65,705,882 $2,533,393 $8,125,275 $3,555,608 plan benefits at Dec. 31
The accompanying notes are an integral part of the financial statements. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION (Continued) December 31, 1997 1997
Invesco Dodge & Cox Vanguard AIM Warburg Stable Value Balanced S&P Index Constellation Pincus Int'l Fund Fund Fund Fund Equity Fund Other Total Investment income: Dividends on Millipore $ - $ - $ - $ - $ - $ - $41,187 common stock Plan's Interest in Master Trust Invest. - - - - - - 10,720,912 income (Note D) Dividends and 99,853 615,532 163,687 599,915 354,905 43,513 3,291,523 interest Net apprec. / (deprec.) in fair value of - 587,677 1,359,023 286,437 (534,243) - 1,758,316 investments Investment 99,853 1,203,209 1,522,710 886,352 (179,338) 43,513 15,811,938 (loss)/income Contributions: Company contrib.: Participation - - - - - - 5,105,012 Plan Savings Plan 50,471 219,939 254,923 255,384 84,984 - 1,518,591 Employee Savings Plan contributions 230,893 1,252,527 1,733,033 1,621,951 499,831 - 8,404,330 Transfer from - - - - - 1,891,929 5,389,866 Tylan Plan Total 281,364 1,472,466 1,987,956 1,877,335 584,815 1,891,929 20,417,799 contributions Benefit payments (87,147) (306,100) (200,986) (510,151) (109,395) (472,455) (7,129,963) Other (4,035) 230 (676) 108 419 (6,207) (6,878) income(expense) Loans to (29,246) (16,539) 16,061 (28,653) 34,907 - - participants, net Participant interfund trsfs. 82,948 1,073,452 2,133,207 (890,312) 168,725 - - Net 343,737 3,426,718 5,458,272 1,334,679 500,133 1,456,780 29,092,896 (decrease)/incre ase Net assets available for plan benefits at 1,167,839 5,029,801 3,390,235 7,046,707 2,003,802 - 93,331,453 Jan. 1 Net assets available for $1,511,576 $8,456,519 $8,848,507 $8,381,386 $2,503,935 $1,456,780 $122,424,349 plan benefits at Dec. 31
The accompanying notes are an integral part of the financial statements. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements A. Description of the Plan The Millipore Corporation Employees' Participation and Savings Plan-"1994 Restatement" as amended, (the Plan) is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan includes a profit participation feature (Participation Plan), which covers U.S. and Puerto Rico employees who have at least two years of continuous service with Millipore Corporation (the Company), and a savings plan feature (Savings Plan), which covers only U.S. employees who have one year of continuous service with the Company. The Plan is administered by a Committee (the Committee), consisting of at least 5 members, appointed by the Board of Directors of the Company. The Plan was amended in April 1997 to include employees of the Amicon Separation Science Business of W.R. Grace and Co. (Amicon) which was acquired by Millipore on December 30, 1996 and employees of Tylan General, Inc. (Tylan) which merged with Millipore on January 22, 1997. The committee voted on April 7, 1997 to transfer the assets of the Tylan General, Inc. Incentive Savings Plan (the Tylan Plan) into the Plan. Effective June 1, 1997, benefits ceased to accrue under the Tylan Plan and the net assets were subsequently transferred to the Plan as of June 30, 1997 (the "Plan Merger date"). All Amicon and Tylan employees became eligible for purposes of participating in the Participation Plan contribution on the latest of the following dates: the date the employee completes two years of service, the date the employee becomes an eligible employee or the acquisition or merger date. All Amicon and Tylan employees have been given credit for all continuous service with Amicon or Tylan as if it were service with the Company for purposes of determining eligiblity for benefits and the amounts of any Savings Plan matching contributions. All Amicon employees became eligible employees in the Savings Plan on the later of the acquisition date or the date of their employment with the Company, for the purposes of making Savings Plan contributions and receiving Savings Plan matching contributions. All Tylan employees became eligible for making Savings Plan contributions and receiving Savings Plan matching contributions on the Plan Merger date, provided the Tylan employee was otherwise an eligible employee as defined by the Plan. Under the Participation Plan, the Company makes discretionary contributions to the Plan of a percentage of the Company's profits as designated by the Company's Board of Directors. Contributions are allocated to participants' accounts based on participants' compensation during the year for which the contribution is made and are invested in the Balanced Fund. The Participation Plan is integrated with the Retirement Plan for Employees of Millipore Corporation (Retirement Plan), a separate plan, which provides guaranteed retirement income levels to the extent such income levels are not provided by the Participation Plan. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) A. Description of the Plan (Continued) Under the Savings Plan, participants may make voluntary contributions of up to 15% of their eligible compensation on a pre-tax basis. All participants with 10 or more years of service receive a Company match of 50% of their contribution up to 6% of their eligible compensation. Participants with less than 10 years of service receive a Company match of 25% of their contribution up to 6% of their eligible compensation. Contributions under the Savings Plan and the Company's matching amount may be invested, at the participants' election, in any of the funds available in the Plan. Participants are permitted to invest in more than one fund and are generally allowed to borrow from the Plan the amounts contributed by them and the Company's matching amount. Borrowings are evidenced by interest bearing promissory notes and are reflected in the Loan Fund net of principal repayments. All interest payments are credited to the participant's account. Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lessor of, (1) the amount of their total account (excluding the Participation Plan account), (2) the greater of $10,000 or one-half of their total account; or (3) $50,000 reduced by the excess (if any) of (a) the highest outstanding balance of loans from the Plan during the 1-year period ending on the day before the date on which such loan was made, over (b) the outstanding balance of loans from the Plan on the date on which such loan was made. Loan terms range from 1 to 4 1/2 years. Each loan shall bear interest at a standard rate established by the Committee. The current interest rate is 5.5 percent. All contributions (both employee and employer), and income earned thereon, under both sections of the Plan, are fully and immediately vested. Participants who are 59 1/2 years or older may at any time withdraw amounts contributed by them as well as income earned thereon. In the event of a participant's death, termination or retirement, all amounts contributed to the Plan by, or on behalf of the participant, including income earned thereon, will be distributed in a lump sum to the participant or beneficiary. Participation Plan contributions in some cases and income earned thereon may be transferred to the Retirement Plan for distribution in accordance with its provisions. A detailed description of the Plan is available upon request at the Company's headquarters in Bedford, Massachusetts. B. Summary of Significant Accounting Policies Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) B. Summary of Significant Accounting Policies (Continued) Investment Valuation Money market funds are valued at cost, which approximates fair market value. Mutual funds are recorded at their net asset value, which approximates fair market value. Common stocks are valued at the last reported sales price on the last business day of the year. Participant loans are valued at cost which approximates fair value. The F&G GAC Fund is a fully benefit-responsive contract fund, which carries no set limitations. The minimum credited interest rate for both December 31, 1997 and 1996 is 4.5%. This rate is reviewed annually to reflect the anticipated yields. The average yield for the years ended December 31, 1997 and 1996 was 4.5%. The Other Fund consists of a series of fully benefit-responsive insurance contracts, with certain limitations on liquidation for purposes outside of plan provisions. The minimum credited interest rate and the average yield was 6.55% for the year ended December 31, 1997, respectively. All investments in insurance contracts are valued at their contract value, which approximates fair value. The Invesco Stable Value Fund is a common collective trust GIC Fund (or pooled GIC Fund) which has been valued by the Fund's investment advisor, in the absence of a readily ascertainable market value, based on the best information available as of the end of the period. Such valuation has been approved by the Committee. Purchases and sales of securities are recorded on a trade date basis. Realized gains and losses on sales of securities are based on average cost. The Plan presents in the statement of changes in net assets available for plan benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Use of Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires the Trustees to make significant estimates and assumptions that affect the reported amounts of net assets available for plan benefits at the date of the financial statements and the changes in net assets available for plan benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) B. Summary of Significant Accounting Policies (Continued) Risks and Uncertainties The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, money market funds, and other investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, and a level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants' account balances, the amounts reported in the statement of net assets available for plan benefits, and the statement of changes in net assets available for plan benefits. Dividend and Interest Income Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned on an accrual basis. Contributions Contributions from the Company under the Participation Plan are accrued and paid annually based upon a determination by the Board of Directors of the Company in accordance with the provisions of the Plan. Payment of Benefits Benefits are recorded when paid. Reclassifications Certain reclassifications have been made to prior years' financial statements to conform with the 1997 presentation. C. Investment Programs The Plan's assets are invested among ten investment funds, a loan fund and a temporary fund (Pan American) which holds the remaining Tylan General employees' balances not yet transferred into the other ten investment funds. All of the investment funds available to employees have been approved by the Trustees of the Plan. Employees are allowed to invest in all ten investment funds and may invest in more than one fund. Upon enrollment in the Plan, a participant may direct employee contributions and matching company contributions, as well as change their investment options monthly. All Company contributions to the Participation Plan are invested in the Balanced Fund. The mix of investments within the Balanced Fund is determined by the Trustees of the Plan. Income earned by each investment fund, including realized and unrealized gains and losses on investments, is allocated to participants' accounts based on their pro rata share of contributions and income earned thereon. The investment funds available to employees are as follows: MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) C. Investment Programs (Continued) Millipore Common Stock Fund: This fund's investments consist of Millipore Common Stock. AIM LTD Maturity Fund: This fund invests exclusively in U.S. Treasury Securities. The Fund's investment strategy is designed to provide a high level of principal protection. Balanced Fund: Investments of this fund include money market funds and mutual funds and are intended to provide a mixture of capital growth and income. F&G GAC Fund: Investments of this fund include a guaranteed annuity contract with a fixed rate of interest which is determined annually. Investment Co. of America Fund: This fund seeks long term growth of capital and income. The fund invests primarily in common stocks but may also invest in high-quality convertibles and debt securities. Invesco Stable Value Fund: This fund seeks stability of principal and consistent income through an actively managed pool of investment contracts. Dodge & Cox Balanced Fund: This fund seeks regular income, conservation of principal and long-term growth. The fund invests in a diversified portfolio of common stocks, preferred stocks and bonds. Vanguard S&P Index Fund: This fund invests primarily in stocks and seeks to match the investment performance of the Standard & Poor's 500 Composite Stock Price Index, an index emphasizing large company stocks. AIM Constellation Fund: This fund seeks capital appreciation. The fund invests in small and medium size emerging growth companies. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) C. Investment Programs (Continued) Warburg Pincus International Equity Fund: This fund seeks long-term capital appreciation by investing primarily in a broadly diversified portfolio of equity securities of companies that have their principal business activities and interests outside the U.S. Loan Fund: This fund consists of amounts borrowed by participants less principal repayments. Loans to participants are reflected as an increase in Loan Fund equity and as a decrease in the equity of the investment fund from which the loan was made. Repayments, conversely, reduce loan fund equity and increase the respective investment fund's equity. Interest paid to the Plan on loans to participants is credited to the borrower's account in the investment fund to which repayments are allocated. Other: This is the remaining Tylan Plan balance which have not been invested within the Company's ten investment fund options as of December 31, 1997. It consists of a series of Deposit Fund accounts which are held at Pan American Life Insurance Company. Employees can no longer contribute to these Deposit Funds. There are five Deposit Funds remaining and they will be maturing over the next five years to be fully matured in 2002. As these contracts mature, the former Tylan employees will be required to transfer these assets to one or more of the Plan's ten investment fund options. Significant Investments The following table presents investments that represent 5 percent or more of the Plan's total net assets as of December 31, 1997 and 1996. 1997 1996 Interest in Master Trust $60,545,279 $49,981,937 Vanguard Index TR500 Portfolio 8,619,344 - Dodge & Cox Balanced Fund 8,337,260 5,055,168 AIM Equity FDS Constellation 8,267,363 6,962,500 Investment Co. of America 8,039,304 5,583,904 AIM Ltd. Maturity Treasury Shares 6,785,250 5,396,480 Participant and Non-Participant Directed Investment Programs All fund options are participant-directed except for the Balanced Fund. The following is a schedule of the Balanced Fund's statements of net assets available for plan benefits and statement of changes in net assets. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) C. Investment Programs (Continued)
---------December 31, 1997-------- ---------December 31, 1996 --------- Participant Nonparticip Participant Nonparticip Balanced Fund Directed Directed Total Directed Directed Total Assets Interest in $6,054,528 $54,490,751 $60,545,279 $5,498,014 $44,483,923 $49,981,937 Master Trust Contribution Receivable: Participation - 5,105,012 5,105,012 - 3,532,968 3,532,968 Plan Savings Plan: Employee 48,004 - 48,004 55,807 - 55,807 contribution Employer 16,001 - 16,001 13,628 - 13,628 contribution Total assets $6,118,533 $59,595,763 $65,714,296 $5,567,449 $48,016,891 $53,584,340 Liabilities & Net Assets Available for Plan Benefits Fund payables $ 841 $ 7,573 $ 8,414 $ 11,050 $ 89,401 $100,451 Net assets available for plan 6,117,692 59,588,190 65,705,882 5,556,399 47,927,490 53,483,889 benefits Total liabilities & net $6,118,533 $59,595,763 $65,714,296 $5,567,449 $48,016,891 $53,584,340 assets available for plan benefits
---------December 31, 1997 -------- Participant Nonparticip Balanced Fund Directed ant Total Directed Plan Interest in Master $1,052,671 $9,668,241 $10,720,912 Trust Income Company contributions: Participation plan - 5,105,012 5,105,012 Savings plan 133,149 - 133,149 Employee savings plan contributions 600,175 - 600,175 Benefit Payments (706,854) (3,112,553) (3,819,407) Loans to participants, net (111,915) - (111,915) Participant interfund (405,933) - (405,933) transfers Net increase 561,293 11,660,700 12,221,993 Net assets available for plan benefits at Jan. 1 5,556,399 47,927,490 53,483,889 Net assets available for $6,117,692 $59,588,190 $65,705,882 plan benefits at Dec. 31
MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) D. Interest in Master Trust The assets of the Balanced Fund and of the Retirement Plan are commingled and jointly invested in a Master Trust. The Balanced Fund's share of these investments are presented as Interest in Master Trust. Interest in Master Trust consists of contributions, net of benefits paid and a pro rata share of income earned of approximately 87.4% and 86.7% of the Master Trust at December 31, 1997 and 1996, respectively. 1997 1996 Fair Value Fair Value Money Market Funds $- $134,305 Mutual Funds 69,289,140 57,504,226 Total Investments $69,289,140 $57,638,531 Portion attributable to $60,545,279 $49,981,937 the Plan Income earned on commingled investments of the Master Trust for the year ended December 31, 1997 is as follows: Interest and dividends $12,346,574 Net depreciation of (81,396) investments Other income 6,662 Total net investment income $12,271,840 Portion attributable to the $10,720,912 Plan Investment income and administrative expenses relating to the Master Trust are allocated to the individual plans based upon their pro rata share. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) E. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500: 1997 1996 Net assets available for plan benefits per the financial statement $122,424,349 $93,331,453 Amounts allocated to withdrawing participants (900,620) (891,560) Net Assets available for benefits per the Form 5500 $121,523,729 $92,439,893 The following is a reconciliation of benefit payments per the statement of changes in net assets available for plan ben efits to the Form 5500 for the year ended December 31, 1997: 1997 Benefit payments per the statement of changes in net assets available for plan benefits $ 7,129,963 Add:Amounts allocated to withdrawing participants at December 31, 1997 900,620 Less:Amounts allocated to withdrawing participants at December 31, 1996 (891,560) Benefits paid to participants per the Form 5500 $ 7,139,023 Amounts allocated to withdrawing participants are recorded on the Form 5500 as benefits payable and represent benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) F. General Termination Condition While the Company has not expressed any intent to discontinue its contribution under the participation feature of the Plan, it is free to do so at any time under the current provisions of the Plan. In the event of a permanent discontinuance of Company contributions under the participation feature of the Plan, dissolution of the Company, acquisition of the Company by an unaffiliated Company or vote by the Company's Board of Directors to discontinue the Plan, the Plan shall be deemed terminated and each participant shall be entitled to an immediate distribution of his account. G. Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated April 28, 1995, that the Plan is qualified in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Line 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1997 Fair Security Description Units Cost Value MILLIPORE COMMON STOCK FUND Common Stock: Millipore 113,856 $3,210,537 $3,863,927 Corporation** TOTAL FUND INVESTMENTS $3,210,537 $3,863,927 AIM LTD MATURITY FUND Money Market: Provident Instit. 31,424 $224,226 $224,226 FDS/Tempfund Mutual Fund: AIM Ltd. Maturity 673,728 6,773,846 6,785,250 Treasury Shares TOTAL FUND INVESTMENTS $6,998,072 $7,009,476 INTEREST IN MASTER - $63,603,554 $60,545,279 TRUST F&G GAC FUND Annuity Contract: Fidelity & Guaranty 2,501,073 $2,501,073 $2,501,073 Life Ins. Co. TOTAL FUND INVESTMENTS $2,501,073 $2,501,073 INVESTMENT CO. OF AMERICA FUND Mutual Fund: Investment Co. of 285,569 $5,934,181 $8,039,304 America TOTAL FUND INVESTMENTS $5,934,181 $8,039,304 LOAN FUND Participant Loans (Int - $ - $3,555,608 rate of 5.5%) ** TOTAL FUND INVESTMENTS $ - $3,555,608 INVESCO STABLE VALUE FUND Money Market: Provident Instit. 23,497 $ 23,497 $23,497 FDS/Tempfund Insurance Contract: Invesco Stable Asset 1,467,155 1,467,155 1,467,155 Value TOTAL FUND INVESTMENTS $1,490,652 $1,490,652 DODGE & COX BALANCED FUND Money Market: Provident Instit. 14,980 $ 14,980 $14,980 FDS/Tempfund Mutual Fund: Dodge & Cox Balanced 124,920 7,066,712 8,337,260 Fund TOTAL FUND INVESTMENTS $7,081,692 $8,352,240 VANGUARD S&P INDEX FUND Money Market: Provident Instit. 12,892 $ 12,892 $12,892 FDS/Tempfund Mutual Fund: Vanguard Index TR500 95,730 6,645,201 8,619,344 Portfolio TOTAL FUND INVESTMENTS $6,658,093 $8,632,236 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Line 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1997 (continued) Fair Security Description Units Cost Value AIM CONSTELLATION FUND Money Market: Provident Instit. 2,154 $ 2,154 $ 2,154 FDS/Tempfund Mutual Fund: AIM Equity FDS 313,385 7,163,435 8,267,363 Constellation TOTAL FUND INVESTMENTS $7,165,589 $8,269,517 WARBURG PINCUS INT'L EQUITY FUND Money Market: Provident Instit. 21,879 $ 21,879 $ 21,879 FDS/Tempfund Mutual Fund: Warburg Pincus Equity 142,525 2,879,083 2,460,838 TOTAL FUND INVESTMENTS $2,900,962 $2,482,717 OTHER Insurance Contracts: Pan American Life - $1,746,685 $1,746,685 Insurance Co. TOTAL FUND INVESTMENTS $1,746,685 $1,746,685 TOTAL INVESTMENTS $109,291,090 $116,488,714 ** Parties-in-interest. MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Line 27d - Schedule of Reportable Transactions for the year ended December 31, 1997 When the assets of two or more plans are maintained in one trust (Master Trust), such as the Balanced Fund, which holds assets for both the Savings and Participation Plan and Retirement Plan, the value of plan assets held in the Master Trust are subtracted from the current value of all plan assets at the beginning of the plan year in determining the 5% limitation. The following securities were traded during the year ended December 31, 1997 in series of transactions that were in excess of 5% of the Participation Plan total assets excluding the assets of the Balanced Fund at January 1, 1997.
Number of Purchase Number of Sales Historical Realized Description of Purchases Price Sales Proceeds Cost Net Asset Gain/(Loss) Single transactions: Provident 1 $3,198,120 - - - - Institutional Provident 1 $3,245,845 $3,245,845 - Institutional AIM LTD Maturity 1 3,198,120 - - - -
Series of transactions: Provident 380 20,674,957 273 20,647,696 41,322,653 - Institutional Vanguard Index 19 3,850,869 - - 3,850,869 - AIM LTD Maturity 15 3,688,306 10 2,353,529 6,039,098 $2,737 Dodge & Cox 17 2,280,920 1 20,000 2,300,920 -
CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Millipore Corporation on Form S-8 (File No. 2-85698) of our report dated May 22, 1998 on our audit of the financial statements of the Millipore Corporation Employees' Participation and Savings Plan as of December 31, 1997 and 1996, and for the year ended December 31, 1997 which report is included in this Annual Report on Form 11-K. Coopers & Lybrand L.L.P. Boston, Massachusetts June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----