SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 31, 1996
MILLIPORE CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 0-1052 04-2170233
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation or No.)
organization)
80 Ashby Road, Bedford, Massachusetts 01730
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 617)
275-9200
Item 2. Acquisition or Disposition of Assets
On December 31, 1996 Registrant acquired the Amicon Separation Science
Business ("Amicon") of W. R. Grace & Co. ("Grace"), in a $125 million cash
transaction.
Amicon's business consists principally of the development, manufacture
and marketing of protein purification tools for the research laboratory and
for biotechnology manufacturing. Based in Beverly, Massachusetts, Amicon
has approximately $60 million in annual sales, and has manufacturing
operations in the U.S. and Europe.
The purchase price resulted from an "auction" conducted by and on
behalf of Grace. Registrant's successful bid was based on its evaluation
of the value of Amicon to it and included among others an analysis of the
present cash value of Amicon's projected future earnings stream
("discounted cash flow") and a comparable acquisition analysis.
There is no relationship between the Registrant or any of its
affiliates and Grace, nor between Grace and any director or officer of the
Registrant or any associate of such director or officer.
The funds used to consummate the acquisition were obtained pursuant to
a bridge loan agreement with The First National Bank of Boston.
Amicon's products and technology complement those of the Registrant in
both Registrant's analytical life science and biopharmaceutical
manufacturing businesses, with the result that the Registrant will continue
to use the bulk of the Amicon assets in the same manner as previously
utilized.
Item 7. Financial Statements and Exhibits
(a) The financial statements of the Amicon business required by this item
will be filed by an amendment to this Report on or before March 15,
1997.
(b) The pro-forma financial information required by this item will be
filed by the same amendment referred to in (a) above.
(c) Exhibits
(2) Plan of Acquisition, Reorganization, etc.
Amicon Worldwide Purchase and Sale Agreement,
as Amended Page 4
(All schedules and certain exhibits have been
omitted. Registrant agrees to furnish supplementally
a copy of any omitted schedule or exhibit to the
Commission upon request.)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MILLIPORE CORPORATION
(Registrant)
Date: January 14, 1997 _/s/ Geoffrey Nunes_________________________
Geoffrey Nunes
Senior Vice President