SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): 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
INDEX
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Amicon
Report of Independent Accountants
Combined Balance Sheet at December 31,1996
Combined Statement Of Operations for the
year ended December 31, 1996
Combined Statement of Cash Flows for the
year ended December 31, 1996
Notes to the Combined Financial
Statements
Financial Statements of Tylan General,
Inc.
Report of Independent Auditors
Consolidated Statements of Income for
the years ended October 31, 1994, 1995 and
1996
Consolidated Balance Sheets at October
31, 1995 and 1996
Consolidated Statements of Stockholders'
Equity for the years ended October 31, 1994,
1995 and 1996
Consolidated Statements of Cash Flows
for the years ended October 31, 1994, 1995
and 1996
Notes to Consolidated Financial
Statements
(b) Pro Forma Financial Information
Introductory Information
Unaudited Pro Forma Statement of Income
for the year ended December 31, 1996
Unaudited Pro Forma Balance Sheet at
December 31, 1996
Notes to Unaudited Pro Forma Financial
Information
(b) Pro Forma Financial Information
Introduction
(in thousands)
Acquisition of Amicon
On December 31, 1996, Millipore acquired the net assets of
the Amicon Separation Science Business of W.R. Grace & Co.
(Amicon) for approximately $129,265 in cash, including
transaction costs. This acquisition was accounted for as a
purchase, and accordingly, the purchase price was
preliminarily allocated to the identifiable tangible and
intangible assets based on the estimated fair market values
of those assets. The Company also accrued $27,000 for
additional costs associated with the acquisition. The
purchase price was allocated to the net assets acquired as
follows:
Current assets $ 30,328
Property, plant and equipment 15,474
Intangible assets 50,753
Purchased Research & 68,311
Development
Other assets 596
Current liabilities (9,197)
$ 156,265
Identifiable intangible assets included trade names and
patented and unpatented complete technology. These
intangible assets will be amortized over their estimated
useful lives ranging from five to thirty years. The value
assigned to purchased research and development, for which
technical feasibility had not been achieved, was charged to
earnings in the fourth quarter of 1996 and is included in
the historical Millipore statement of income for the year
ended December 31, 1996.
Millipore financed the acquisition of Amicon by drawing down
funds on a 90 day $250,000 bridge loan which was made
available to the Company as temporary financing pending
finalization in January, 1997 of a long-term $450,000
revolving credit facility. Borrowings required to complete
the acquisition of $124,397 are included in Millipore's
historical balance sheet at December 31, 1996.
As this acquisition was completed on the last business day
of 1996, the assets acquired and liabilities assumed are
included in Millipore's historical balance sheet at December
31, 1996. Amicon had a December 31 year end, which is the
same year end as Millipore. The unaudited pro forma
statement of income for the year ended December 31, 1996 was
prepared as if the acquisition had occurred on January 1,
1996.
Acquisition of Tylan General, Inc.
On January 22, 1997, Millipore successfully completed a cash
tender offer for all of the outstanding common stock of
Tylan General, Inc. (Tylan) for $16.00 per share. Tylan
became a wholly owned subsidiary of Millipore on January 27,
1997. The purchase price was $133,000 and was funded
through the Company's $450,000 revolving credit facility
discussed above. In addition, Millipore assumed all of
Tylan's outstanding debt, net of cash. This acquisition
will be accounted for as a purchase by Millipore in the
first quarter of 1997.
As part of the purchase accounting to be recorded in the
first quarter of 1997, Millipore expects to record a non-tax
deductible charge in the range of $50,000 to $100,000 for
purchased research and development for which technical
feasibility has not yet been achieved. Millipore also
expects to record an accrual in the range of $35,000 in the
first quarter of 1997 for transaction and other costs
directly associated with the acquisition. No purchased
research and development expense relating to the Tylan
acquisition has been included in the pro forma statement of
income for the year ended December 31, 1996.
Millipore has reflected the high end of its estimate for
purchased research and development expense, $100,000, as
well as its estimate for costs associated with this
acquisition of $35,000 as pro forma adjustments to retained
earnings and accrued expenses, respectively, in the pro
forma balance sheet at December 31, 1996. In addition,
Millipore has assumed intangible assets acquired are $18,646
and has reflected this amount as a pro forma adjustment in
the pro forma balance sheet at December 31, 1996.
The unaudited pro forma balance sheet at December 31, 1996
was prepared as if the acquisition of Tylan had occurred on
December 31, 1996. The unaudited pro forma statement of
income for the year ended December 31, 1996 was prepared as
if the acquisition of Tylan had occurred on January 1, 1996.
Tylan had an October 31 year end. For purposes of
presenting an unaudited pro forma statement of income for
the year ended December 31, 1996, the historical results of
Tylan's operations for the year ended October 31, 1996 have
been included with Millipore's results of operations for the
year ended December 31, 1996. For purposes of presenting
the pro forma balance sheet at December 31, 1996, the
historical accounts of Tylan at October 31, 1996 have been
included with Millipore's balance sheet accounts at December
31, 1996. The impact resulting from these differences in
periods is not material.
The unaudited pro forma financial statements are intended
for informational purposes and are not necessarily
indicative of the future financial position or future
results of operations of the combined entity. These
condensed pro forma financial statements should be read in
conjunction with the Annual Report on Form 10-K for the year
ended December 31, 1996, and the historical financial
statements of Amicon and Tylan filed as part of this report
on Form 8-K.
Millipore Corporation
Unaudited Pro Forma Statement of Income
For the year ended December 31, 1996
(in thousands, except per share data)
Historical Pro Forma
Millipore Amicon Tylan Adjustments Results
Amicon Tylan
Net Sales $618,735 $ 57,481 $148,339 $824,555
Cost of Sales 249,443 25,491 88,938 2,500(A) 5,000(E) 371,372
Gross Profit 369,292 31,990 59,401 453,183
Selling,
general and 202,140 20,748 43,512 2,537(B) 1,240(F) 270,177
administrative
expenses
Research and
Development 38,429 5,252 11,807 55,488
Expenses
Purchased
Research and 68,311 - - - - 68,311
Development
Expense
Operating 60,412 5,990 4,082 (5,037) (6,240) 59,207
Income
Gain on sale of
equity 5,329 - - 5,329
securities
Interest (8,718) (378) (1,811) (8,708) (9,310) (28,925)
Expense, net (C) (G)
Other expense - (1,010) (993) 728(H) (1,275)
Income before
income taxes 57,023 4,602 1,278 (13,745) (14,822) 34,336
Provision for 13,401 1,868 483 (4,811) (3,004) 7,937
income taxes (D) (I)
Extraordinary
Item, net of - - (224) (224)
income tax
benefit
Net Income $43,622 $2,734 $571 $(8,934) $(11,818) $26,175
Net Income per
common share $1.00 $0.60
Weighted
average common
shares 43,602 43,602
outstanding
Millipore Corporation
Unaudited Pro Forma Balance Sheet
December 31, 1996
(in thousands)
Historical Pro Forma
Millipore Tylan Adjustments Results
Assets
Current assets:
Cash $4,010 $2,664 $6,674
Short-term investments 42,860 - 42,860
Accounts receivable 151,653 21,642 173,295
Inventories 106,410 28,899 5,000(A) 140,309
Other current assets 6,979 5,549 12,528
Total current assets 311,912 58,754 375,666
Property, plant and equipment, 203,017 27,185 230,202
net
Intangible assets 58,866 2,784 15,862(B) 77,512
Deferred income taxes 69,086 866 69,952
Other assets 40,011 1,756 41,767
Total assets $682,892 $91,345 $20,862 $795,099
Liabilities and Shareholders'
Equity
Current liabilities:
Notes payable $101,546 $8,411 $109,957
Accounts payable 34,404 14,204 48,608
Accrued expenses 57,011 6,470 35,000(C) 98,481
Accrued divestiture costs 3,604 - 3,604
Dividends payable 3,899 - 3,899
Accrued retirement plan 4,705 - 4,705
contributions
Accrued income taxes payable 11,231 412 11,643
Total current liabilities 216,400 29,497 35,000 280,897
Long-term debt 224,359 14,193 133,000(D) 371,552
Other liabilities 24,528 517 25,045
Shareholders' equity:
Common stock 56,988 8 (8)(E) 56,988
Additional paid-in capital 8,800 37,544 (37,544)(E) 8,800
Unrealized gain on securities 9,536 - 9,536
available for sale
Retained earnings 548,598 10,053 (110,053)(F)448,598
Notes receivable - stock - (333) 333(E) -
purchases
Translation adjustments (8,280) (134) 134(E) (8,280)
615,642 47,138 (147,138) 515,642
Less: Treasury stock at cost(398,037) - (398,037)
Total shareholders' equity 217,605 47,138 (147,138) 117,605
Total liabilities and $682,892 $91,345 $20,862 $795,099
shareholders' equity
Millipore Corporation
Notes to Unaudited Pro Forma Financial Statements
(in thousands)
I.) Pro Forma Adjustments to Millipore Corporation's 1996
Statement of Income:
Related to Amicon Acquisition:
(A)Record write-off of acquired inventory written
up from Amicon's historical cost to net realizable
value on the date of acquisition.
(B)Record twelve months amortization expense on
$50,753 of intangible assets being amortized over
their average estimated useful lives of 20 years.
(C)Record twelve months interest expense assuming
borrowings of $124,397 and an annual interest rate
of 7 percent.
(D)Record income tax benefit of pro forma
adjustments using an effective income tax rate of
35 percent, which is Millipore's marginal tax
rate.
Related to Tylan Acquisition:
(E)Record estimated write-off of acquired
inventory written up from Tylan's historical cost
to net realizable value on the date of
acquisition.
(F)Record twelve months amortization expense on an
estimated $18,646 of intangible assets being
amortized over their average estimated useful
lives of 15 years.
(G)Record twelve months interest expense assuming
borrowings of $133,000 and an annual interest rate
of 7 percent.
(H)Eliminate $728 of historical Tylan expenses for
costs to defer potential unsolicited attempt to
acquire Tylan. These costs were included in other
expense in the 1996 historical Tylan Statement of
Income.
(I)Record income tax benefit of pro forma
adjustments G and H using an effective income tax
rate of 35 percent, which is Millipore's marginal
tax rate. Pro forma adjustments E and F are not
tax effected as neither item is tax deductible.
II.) Pro Forma Adjustments to Millipore Corporation Balance
Sheet at December 31, 1996:
(A)Record estimated write-up of inventory in Tylan
acquisition from Tylan's historical cost to net
realizable value on the date of acquisition.
(B)Intangible Assets - adjustments consist of the
following:
- Recording of estimated Intangible Assets in
Tylan Acquisition $18,646
- Eliminate existing Tylan Intangible
Assets (2,784)
Total Pro Forma Adjustment $15,862
(C) Record accrual for estimated
transaction costs to be incurred in the
acquisition of Tylan as well as estimated
additional costs associated with the acquisition.
(D) Record borrowings for $133,000 to
acquire all of the outstanding shares of common
stock of Tylan
(E) Eliminate historical shareholders'
equity accounts of Tylan
(F) Retained Earnings - adjustment consists
of the following:
- Elimination of Tylan's historical
Retained Earnings $(10,053)
- Estimated Purchased Research and
Development expense arising from Tylan
acquisition (100,000)
($110,053)
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: March 17, 1997 /s/ Geoffrey Nunes
Geoffrey Nunes
Senior Vice President