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, 1993
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
(Full title of the Plan)
MILLIPORE CORPORATION
(Name of issuer of the securities held Pursuant to the Plan)
80 Ashby Road
Bedford, Massachusetts 01730
(Address of 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
/s/ Jeffrey D. Gard
BY:
Jeffrey D. Gard
Committee for Administration
of the Millipore Corporation
Employees' Participation and
Savings Plan
DATE: June 28, 1994
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
For the Years Ended December 31, 1993,
December 31, 1992 and December 31, 1991
MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION
AND SAVINGS PLAN
Index to Financial Statements and Supplemental Schedules
Financial Statements and Exhibits
Page No.
Report of Independent Accountants F-1
Statements of Financial Condition at
December 31, 1993 and 1992 F-2
Statements of Income and Changes in Plan
Equity for the years ended December 31, 1993
1992 and 1991 F-3
Notes to Financial Statements F-4 - F-12
Schedule of Assets Held for Investment
at December 31, 1993 F-13- F-14
Schedule of Reportable Transactions for the year
ended December 31, 1993 F-15
Consent of Independent Accountants F-16
Report of Independent Accountants
To the Committee of Millipore Corporation
Employees' Participation and Savings Plan:
We have audited the accompanying statements of financial condition of the
Millipore Corporation Employees' Participation and Savings Plan as of
December 31, 1993 and 1992, and the related statements of income and changes
in plan equity for the years ended December 31, 1993, 1992 and 1991. 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 financial condition of the Millipore Corporation
Employees' Participation and Savings Plan as of December 31, 1993 and 1992
and the income and changes in plan equity for the years ended December 31,
1993, 1992 and 1991 in conformity with generally accepted accounting
principles.
As more fully described in Note F to the financial statements, the Plan
changed its method of accounting for distributions payable in the statement
of financial condition.
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 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 supplemental
schedules 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.
/s/Coopers & Lybrand
Boston, Massachusetts Coopers & Lybrand
June 24, 1994
F-1
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31, 1993 and 1992
1993
Millipore Short-Term Guaranteed
Common Income Balanced Income Equity Loan
Stock Fund Fund Fund Fund Fund Total
Fund
Assets
Cash $ - $ - $ - $ - $ - $ - $ -
Investments, at
fair value:
Common stock of
Millipore
Corporation, 84,068
shares
with a cost of
$2,714,192 3,362,720 - - - - - 3,362,720
Other Investments 15,393 18,976,434 79,065,170 5,082,654 5,580,384 - 108,720,035
Contributions
receivable:
Participation Plan - - 6,799,572 - - - 6,799,572
Savings Plan:
Employee
Contribution 40,333 250,987 171,530 75,738 88,336 - 626,924
Employer
Contribution 11,715 70,147 50,580 21,778 25,214 - 179,434
Dividends and
interest 11,917 57,851 130,109 167 197 - 200,241
Loan repayments
receivable 7,881 68,749 51,371 4,223 15,039 5,922,916 6,070,179
Total assets $3,449,959 $19,424,168 $86,268,332 $5,184,560 $5,709,170 $5,922,916 $125,959,105
Liabilities and
Plan Equity
Accounts payable
and accrued
expenses $1,050 $6,786 $44,892 $447 $577 $ - $53,752
Total liabilities 1,050 6,786 44,892 447 577 - 53,752
Plan equity 3,448,909 19,417,382 86,223,440 5,184,113 5,708,593 5,922,916 125,905,353
Total liabilities
and plan equity $3,449,959 $19,424,168 $86,268,332 $5,184,560 $5,709,170 $5,922,916 $125,959,105
The accompanying notes are an integral part of the financial statements.
F-2
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31, 1993 and 1992
1992
Millipore Short-Term Guaranteed
Common Income Balanced Income Equity Loan
Stock Fund Fund Fund Fund Fund Total
Fund
Assets
Cash $ - $ - $ - $ - $ - $ - $ -
Investments, at
fair value:
Common stock of
Millipore
Corporation, 72,846
shares
with a cost of
$2,385,177 2,576,922 - - - - - 2,576,922
Other Investments 30 18,392,609 71,578,183 3,720,971 3,361,872 - 97,053,665
Contributions
receivable:
Participation Plan - - 6,797,536 - - - 6,797,536
Savings Plan:
Employee
Contribution 35,695 406,659 498 63,416 60,340 - 566,608
Employer
Contribution 11,220 128,384 - 20,026 18,461 - 178,091
Dividends and
interest 9,536 66,292 226,700 66,662 167 - 369,357
Loan repayments
receivable 4,641 13,588 28,968 9,527 12,871 5,056,665 5,126,260
Total assets $2,638,044 $19,007,532 $78,631,885 $3,880,602 $3,453,711 $5,056,665 $112,668,439
Liabilities and
Plan Equity
Accounts payable
and accrued
expenses $2,248 $35,226 $49,707 $1,970 $1,232 $ - $90,383
Termination and
withdrawals
payable 64,859 354,634 1,301,638 58,447 58,474 - 1,838,052
Total liabilities 67,107 389,860 1,351,345 60,417 59,706 - 1,928,435
Plan equity 2,570,937 18,617,672 77,280,540 3,820,185 3,394,005 5,056,665 110,740,004
Total liabilities
and plan equity $2,638,044 $19,007,532 $78,631,885 $3,880,602 $3,453,711 $5,056,665 $112,668,439
The accompanying notes are an integral part of the financial statements.
F-2
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
December 31, 1993, 1992, and 1991
1993
Millipore Short-Term Guaranteed
Common Income Balanced Income Equity Loan
Stock Fund Fund Fund Fund Fund Total
Fund
Investment income /
(loss):
Dividends on
Millipore
Corporation
common stock $ 44,702 $ - $ - $ - $ - $ - $ 44,702
Investment income 3,900 56,096 3,981,591 - 329,514 - 4,371,101
Interest 2,401 723,172 - 262,301 - 359,123 1,346,997
Net unrealized
appreciation/(de
preciation) of
investments 456,783 (85,528) - - 181,384 - 552,639
Total investment
income 507,786 693,740 3,981,591 262,301 510,898 359,123 6,315,439
Contributions:
Company
contributions:
Participation Plan - - 6,799,572 - - - 6,799,572
Savings Plan 121,390 687,455 518,884 214,372 250,858 - 1,792,959
Employee Savings
Plan
Contributions 409,285 2,005,415 1,694,996 733,636 912,554 - 5,755,886
Total Contributions 530,675 2,692,870 9,013,452 948,008 1,163,412 - 14,348,417
Terminations and
withdrawals (133,884) (1,478,774) (4,944,349) (339,835) (270,827) (160,030) (7,327,699)
Expenses (1,050) (6,786) - (447) (577) - (8,860)
Loans to
participants, net (59,433) (459,370) (117,396) 4,430 (35,389) 667,158 -
Participant
interfund transfers (30,981) (996,604) (292,036) 431,024 888,597 - -
Income before
cumulative effect
of change in
accounting
principle 813,113 445,076 7,641,262 1,305,481 2,256,114 866,251 13,327,297
Cumulative effect
of change in
accounting
for
distributions
payable 64,859 354,634 1,301,638 58,447 58,474 - 1,838,052
Net Income 877,972 799,710 8,942,900 1,363,928 2,314,588 866,251 15,165,349
Plan equity at
January 1 2,570,937 18,617,672 77,280,540 3,820,185 3,394,005 5,056,665 110,740,004
Plan equity at
December 31 $3,448,909 $19,417,382 $86,223,440 $5,184,113 $5,708,593 5,922,916 $125,905,353
The accompanying notes are an integral part of the financial statements.
F-3
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
December 31, 1993, 1992, and 1991
1992
Millipore Short-Term Guaranteed
Common Income Balanced Income Equity Loan
Stock Fund Fund Fund Fund Fund Total
Fund
Investment income /
(loss):
Dividends on
Millipore
Corporation
common stock $ 35,412 $ - $ - $ - $ - $ - $ 35,412
Investment income 16,680 62,728 2,989,099 - 134,422 - 3,202,929
Interest 2,390 755,977 - 227,630 - 297,992 1,283,989
Net unrealized
appreciation/(de
preciation) of
investments (101,103) (38,470) - - 74,679 - (64,894)
Total investment
income/(loss) (46,621) 780,235 2,989,099 227,630 209,101 297,992 4,457,436
Contributions:
Company
contributions:
Participation Plan - - 6,797,536 - - - 6,797,536
Savings Plan 111,027 712,640 526,573 172,882 197,021 - 1,720,143
Employee Savings
Plan
Contributions 384,720 2,118,753 1,652,569 583,126 653,026 - 5,392,194
Total Contributions 495,747 2,831,393 8,976,678 756,008 850,047 - 13,909,873
Terminations and
withdrawals (156,488) (1,742,324) (7,282,089) (234,100) (201,415) (251,837) (9,868,253)
Expenses (2,248) (35,226) - (1,970) (1,232) - (40,676)
Loans to
participants, net (80,108) (525,803) (350,166) (63,619) (52,081) 1,071,777 -
Participant
interfund transfers 67,412 (619,630) (313,343) 364,455 501,106 - -
Net income 277,694 688,645 4,020,179 1,048,404 1,305,526 1,117,932 8,458,380
Plan equity at
January 1 2,293,243 17,929,027 73,260,361 2,771,781 2,088,479 3,938,733 102,281,624
Plan equity at
December 31 $2,570,937 $18,617,672 $77,280,540 $3,820,185 $3,394,005 $5,056,665 $110,740,004
The accompanying notes are an integral part of the financial statements.
F-3
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
December 31, 1993, 1992, and 1991
1991
Millipore Short-Term Guaranteed
Common Income Balanced Income Equity Loan
Stock Fund Fund Fund Fund Fund Total
Fund
Investment income /
(loss):
Dividends on
Millipore
Corporation
common stock $ 31,450 $ - $ - $ - $ - $ - $ 31,450
Investment income 144,826 - 7,242,573 - 81,811 - 7,469,210
Interest 3,331 1,101,822 - 224,326 - 264,561 1,594,040
Net unrealized
appreciation/(de
preciation) of
investments (46,724) 195,920 - - 267,048 - 416,244
Total investment
income/(loss) 132,883 1,297,742 7,242,573 224,326 348,859 264,561 9,510,944
Contributions:
Company
contributions:
Participation Plan - - 6,425,823 - - - 6,425,823
Savings Plan 119,972 776,978 531,061 143,420 120,411 - 1,691,842
Employee Savings
Plan
Contributions 400,273 2,264,177 1,576,556 459,256 399,542 - 5,099,804
Total Contributions 520,245 3,041,155 8,533,440 602,676 519,953 - 13,217,469
Terminations and
withdrawals (281,026) (2,851,666) (7,653,416) (572,726) (83,784) (260,513)(11,703,131)
Expenses (950) (35,355) - (1,928) (1,297) - (39,530)
Loans to
participants, net (58,860) (68,508) (84,604) (30,223) 23,710 218,485 -
Participant
interfund transfers(447,013) 1,108,035 (954,164) (81,126) 374,268 - -
Net income/(loss) (134,721) 2,491,403 7,083,829 140,999 1,181,709 222,533 10,985,752
Plan equity at
January 1 2,427,964 15,437,624 66,176,532 2,630,782 906,770 3,716,200 91,295,872
Plan equity at
December 31 $2,293,243 $17,929,027 $73,260,361 $2,771,781 $2,088,479 $3,938,733 $102,281,624
The accompanying notes are an integral part of the financial statements.
F-3
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
A. Description of the Plan
The Millipore Corporation Employees' Participation and Savings Plan (the
Plan) covers all U.S. employees who have at least two years continuous
service with Millipore Corporation (the Company) and is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA). The Plan includes a profit participation feature
(Participation Plan) and a savings plan feature (Savings Plan). The
plan has been amended, effective January 1, 1986, to reduce the
eligibility requirements for the Savings Plan from two years to six
months. Effective April 1, 1989, eligibility for new hires to
participate in the Savings Plan was changed to one year.
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 12% of their eligible compensation. Prior to April 1, 1987 all
participants with 10 or more years of service would receive a Company
match of 25% of their contributions. Participants with less than 10
years of service would receive a Company match of 25% of their
contribution up to 6% of their eligible compensation. Effective April
1, 1987, the Company changed its matching contribution policy for
participants with 10 or more years of service -- such participants
receive a Company match of 50% 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 the Balanced Fund, the
Short-Term Income Fund, the Equity Fund, the Guaranteed Income Fund or
the Millipore Common Stock Fund. Participants are generally allowed to
borrow from the Plan the amounts contributed by them and the Company's
matching amount.
F-4
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
A. Description of the Plan (Continued)
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.
All contributions, 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
such 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 if traded on a
national securities exchange or the last reported bid price as of the
last business day of the year if traded on the over-the-counter market.
Insurance contracts are valued at contract 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. In accordance
with the policy of stating investments at fair value, net unrealized
appreciation or depreciation for the year is reflected in the statement
of income and changes in plan equity.
F-5
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
B. Summary of Significant Accounting Policies (Continued)
Dividend and Interest Income
Dividend income is recorded on the ex-dividend date. Interest income is
recorded as earned on an accrual basis.
Contributions
Contributions from the Company under the Participation Plan are accrued
and paid annually based upon a determination by the Board of Directors
of the Company in accordance with the provisions of the Plan.
Payment of Benefits
Benefits are recorded when paid.
C. Investment Programs
The Plan's assets are invested among five investment funds and a loan
fund. The mix of investments within each fund is determined by the
trustees of the Plan.
Millipore Common Stock Fund:
This fund's investments consist primarily of Millipore Common Stock.
Short-Term Income Fund:
Investments of this fund include fixed income securities of money market
funds and mutual funds that are invested solely in United States
Treasury Securities.
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-6
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to financial Statements (Continued)
C. Investment Programs (Continued)
Guaranteed Income Fund:
Investments of this fund include fixed income securities with specific
maturity dates and fixed rates of interest.
Equity Fund:
Investments of this fund include equity mutual funds or convertible
bonds.
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.
Significant Investments
The following table presents investments that represent 5 percent or
more of the combined Participation and Retirement plan total net assets.
1993 1992
Provident Instit. FDS/Tempfund $10,387,989$ -
AIM Ltd. Maturity Treas. Shares 56,657,400 26,643,839
US Treas. Bill DTD 3/17/94 7,876,291 -
Galaxy Treasury Fund - 12,093,343
AIM S-T Investment Co. Prime - 13,664,737
US Treas. Bill DTD 4/1/93 - 9,925,600
US Treas. Bill DTD 7/1/93 - 9,837,800
D. Retirement Plan Investments
The assets of the Plan and the assets of the Retirement Plan are
commingled and jointly invested in the Balanced Fund. The Retirement
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 thereon.
F-7
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
E. Investment Income
Income earned on commingled investments of the Balanced Fund (Note D) for the
years ended December 31, 1993, 1992, and 1991 is summarized below.
1993 1992 1991
Interest and dividends $2,691,410 $2,813,251 $4,172,828
Realized gain on sales
of investments 2,995,479 360,622 72,350
Unrealized appreciation
(depreciation) of
investments (1,378,115) 82,953 3,552,727
Expenses (44,892) (49,707) (57,486)
Total net investment
income $4,263,882 $3,207,119 $7,740,419
Portion attributable to
the Plan $3,981,591 $2,989,099 $7,242,573
F-8
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
E. Investment Income (Continued)
Realized and unrealized gains and losses on investments of the Plan's funds
are summarized below. The Guaranteed Income Fund had no realized gains or
losses on investments in 1993, 1992, and 1991. The Short-Term Income Fund
and Equity Fund had no realized gains or losses on investments in 1991.
REALIZED GAINS
------------ 1993 ---------------------
Short-Term Millipore
Income Equity Common Balanced
Fund Fund Stock Fund Fund Total
Amount realized $15,034,878 $1,667,321 $784,731 $105,944,690 $123,431,620
Average cost of
investments sold 14,978,782 1,457,155 780,831 102,949,211 120,165,979
Net realized gain $ 56,096 $ 210,166 $ 3,900 $ 2,995,479 $ 3,265,641
------------ 1992 ----------------------
Short-Term Millipore
Income Equity Common Balanced
Fund Fund Stock Fund Fund Total
Amount realized $3,348,156 $1,324,587 $899,365 $ 67,719,023 $73,291,131
Average cost of
investments sold 3,285,428 1,266,393 882,685 67,358,401 72,792,907
Net realized gain $ 62,728 $ 58,194 $ 16,680 $ 360,622 $ 498,224
----------- 1991 ------------------------
Millipore
Common Balanced
Stock Fund Fund Total
Amount realized $1,927,337 $72,229,935 $74,157,272
Average cost of
investments sold 1,782,511 72,157,585 73,940,096
Net realized gain $ 144,826 $ 72,350 $ 217,176
F-9
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
E. Investment Income (Continued)
UNREALIZED APPRECIATION/(DEPRECIATION) OF INVESTMENTS
-----------------------1993 ---------------------------------------
Millipore
Equity Common Balanced Short-
Fund Stock Fund Term Total
Fund Income
Fund
Balance
at beginning
of period $301,216 $191,745 $3,457,263 $179,332 $4,129,556
Change
for
period 181,384 456,783 (1,378,115) (85,528) (825,476)
Balance
at end of
period $482,600 $648,528 $2,079,148 $93,804 $3,304,080
--------------------1992 -------------------------------
Balance
at beginning
of period $226,537 $292,848 $3,374,310 $217,802 $4,111,497
Change
for
period 74,679 (101,103) 82,953 (38,470) 18,059
Balance
at end of
period $301,216 $191,745 $3,457,263 $179,332 $4,129,556
-----------------------1991 -------------------------
Balance
at beginning
of period $(40,511) $339,572 $(178,417) $21,882 $142,526
Change
for
period 267,048 (46,724) 3,552,727 195,920 3,968,971
Balance
at end of
period $226,537 $292,848 $3,374,310 $217,802 $4,111,497
F-10
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
E. Investment Income (Continued)
Income earned by each 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. At December 31,
1993, there were 616 employees participating in Millipore Common Stock Fund,
1,493 in the Short-Term Income Fund, 3,029 in the Balanced Fund, 622 in the
Guarantee Income Fund, and 701 in the Equity Fund, There were 907
participants with loans outstanding from the Loan Fund at December 31, 1993.
Employees are permitted to invest in more than one fund.
F. Distributions Payable
In July of 1993, the American Institute of Certified Public Accountants
issued an audit guide entitled "Audits of Employee Benefit Plans, with
conforming changes as of May 1, 1993", (the "Guide"). The provisions of the
Guide are effective for plan years beginning after December 15, 1990. The
Guide prohibits the recognition, as a liability, of amounts allocated to
participants who have withdrawn from the Plan as of year end, but for which
disbursement of those funds has not been made by year end, in the statements
of financial condition. Disclosure of such amounts, however, is required.
Accordingly, the Plan has adopted these provisions effective January 1, 1993.
The cumulative effects of the adoption of this provision as of January 1,
1993 were a decrease in terminations and withdrawals payable of $1,838,052
and an increase in net income of $1,838,052 for the year ended December 31,
1993.
The following is a reconciliation of plan equity per the financial statements
to the Form 5500:
1993
Plan equity per the financial statements $125,905,353
Amounts allocated to withdrawing participants 3,267,379
Net Assets available for benefits per the Form 5500 $122,637,974
The following is a reconciliation of terminations and withdrawals per the
financial statements to the Form 5500 for the year ended December 31,
1993:
1993
Terminations and withdrawals per the
financial statements $7,327,699
Add: Amounts allocated to withdrawing
participants at December 31, 1993 3,267,379
Less: Amounts allocated to withdrawing
participants at December 31, 1992 1,838,052
Benefits paid to participants per the Form 5500 $8,757,026
F-11
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
F. Distributions Payable (Continued)
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.
G. 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.
H. Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated April 2, 1985, that the Plan is designed 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 that the Plan is designed
and is currently being operated in compliance with the applicable
requirements of the IRC.
Amounts contributed to the Plan by a participant or by the Company on behalf
of a participant up to the amount deferrable under the Code are generally not
included in the participant's gross income in the year of the contribution.
Participants are not subject to federal income tax on income credited to
their account nor can they deduct losses charged to their account until
distributions are made to them. A participant or beneficiary may, in certain
circumstances, defer payment of federal income taxes on all or a portion of
distributions from the Plan by transferring all or a portion of the
distribution to an individual retirement account or other qualified plan.
F-12
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Schedule of Assets Held for Investment as of December 31, 1993
Fair
Security Description Units Cost Value
MILLIPORE COMMON STOCK FUND
Money Market:
Provident Instit.
FDS/Tempfund 15,393 $15,393 $15,393
Total Money Market 15,393 15,393
Common Stock:
Millipore Corp. 84,068 2,714,192 3,362,720
Total Common Stock 2,714,192 3,362,720
TOTAL FUND INVESTMENTS $2,729,585 $3,378,113
SHORT-TERM INCOME FUND
Provident Instit.
FDS/Tempfund 2,607,240 $2,607,240 $2,607,240
AIM Ltd. Maturity Treas.
Shares 1,617,509 16,275,390 16,369,194
TOTAL FUND INVESTMENTS $18,882,630 $18,976,434
BALANCED FUND
Money Market:
Provident Instit.
FDS/Tempfund 7,758,922 $7,758,922 $7,758,922
Vanguard MM Reserve
US Treas Port 1,034,971 1,034,971 1,034,971
AIM Money Market FD 705,191 705,191 705,191
Putnam Daily Dividend TR 636,135 636,135 636,135
Cash Mgmt.Tr.Amer. Sh.
Ben. Int. 2,131,566 2,131,566 2,131,566
AimS-TInvestmentCo.
Prime 510,850 510,850 510,850
AIM Ltd. Maturity Treas.
Shares 3,981,048 40,401,766 40,288,206
U.S. Treas Bill
DTD 3/17/94 8,000,000 7,876,291 7,876,291
U.S. Treas Bill
DTD 6/2/94 6,000,000 5,864,457 5,864,457
U.S. Treas Bill
DTD 9/22/94 6,000,000 5,847,604 5,847,604
Total Money Market 72,767,753 72,654,193
Mutual Finds:
AMCAP Fund 110,315 1,245,958 1,415,346
Investment Co. Amer. 75,651 1,082,701 1,416,186
Putnam FD For Growth &
Income 103,192 1,185,334 1,403,409
Twentieth Century Inv.-
Growth 59,979 1,010,247 1,343,533
Twentieth Century Inv.-
Select 33,927 1,261,433 1,338,774
Washington Mutual Inv. FD
INC. 50,882 664,476 904,683
Vanguard/Windsor Fund
Inc. 65,781 831,135 915,012
Vanguard Index TR500
Portfolio 25,427 1,007,366 1,114,451
American Mutual FD Inc. 41,641 773,659 906,520
AIM Weingarten Fund 79,456 865,561 1,362,664
Total Mutual Funds 9,927,870 12,120,578
TOTAL FUND INVESTMENTS $82,695,623 $84,774,771
LESS: Retirement Plan (5,569,550) (5,709,601)
TOTAL PLAN INVESTMENTS $77,126,073 $79,065,170
F-13
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Schedule of Assets Held for Investment as of December 31, 1993 (continued)
Fair
Security Description Units Cost Value
GUARANTEED INCOME
FUND
Money Market:
Provident Instit.
FDS/Tempfund 1,589 $1,589 $1,589
Total Money Market 1,589 1,589
Insurance Contract:
Fidelity & Guaranty
Life Ins. Co. 5,081,066 5,081,065 5,081,065
Total Insurance
Contract 5,081,065 5,081,065
TOTAL FUND INVESTMENTS $5,082,654 $5,082,654
EQUITY FUND
Money Market:
Provident Instit.
FDS/Tempfund 4,845 $4,845 $4,845
Total Money Market 4,845 4,845
Mutual Fund:
Investment Co. Amer. 297,839 5,092,939 5,575,539
Total Mutual Fund 5,092,939 5,575,539
TOTALFUND INVESTMENTS $5,097,784 $5,580,384
TOTAL INVESTMENTS $108,918,726 $112,082,755
F-14
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Schedule of Reportable Transactions for the year ended December 31, 1993
The following securities were traded during the year ended December 31, 1993
in amounts that were in excess of 5% of the combined Participation and
Retirement Plan total assets at January 1, 1993.
Sales
Description of Security Purchase Cost Proceeds
Provident Institutional $80,605,618 $69,992,047
Galaxy Treasury Fund 12,710,238 13,277,042
U.S. Treasury Bills 25,543,458 25,635,849
AIM Ltd. Maturity Treas. Shares 30,433,176
AIM Prime B 13,492,810
F-15
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 June
24, 1994 on our audit of the financial statements of the Millipore
Corporation Employees' Participation and Savings Plan as of December 31, 1993
and 1992, and for the years ended December 31, 1993, 1992 and 1991, which
report is included in this Annual Report on Form 11-K.
/s/Coopers & Lybrand
Coopers & Lybrand
Boston, Massachusetts
June 24, 1994
F-16