SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT OF MILLIPORE CORPORATION For the Fiscal Year Ended December 31, 1996 **************** EXHIBITS **************** INDEX TO EXHIBITS Exhibit No. Description Tab No. 2.1 Amicon Worldwide Purchase and Sale, ** Agreement, dated November 18, 1996, dated December 31, 1996, as Amended by Amendment Agreement, dated December 31, 1996, by and amongCompany and W. R. Grace & Co.-Conn. 2.2 Agreement and Plan of Merger, dated ** as of December 16, 1996, by and among Company and its wholly owned subsidiary MCTG Acquisition Corp. and Tylan General, Inc. 3.1 Restated Articles of Organization, 1 as amended May 6, 1996 3.2 By Laws, as amended ** 4.1 Indenture dated as of May 3, 1995, ** relating to the issuance of $100,000,000 principal amount of Company's 6.78% Senior Notes due 2004 10.1 Distribution Agreement, dated as of July 1, 2 1996, by and among Company and Fisher Scientific Company (all schedules and Exhibits have been omitted; Company agrees to furnish the Commission with a copy of any such schedule or exhibit upon request) 10.2 Revolving Credit Agreement, dated as of 3 January 22, 1997, among Millipore Corporation and The First National Bank of Boston, ABM AMRO Bank N.V. and certain other lending institutions which are or become parties thereto 10.3 Shareholder Rights Agreement, dated as of ** April 15, 1988, between Millipore and The First National Bank of Boston 10.4 Long Term Restricted Stock (Incentive) Plan ** for Senior Management ** Incorporated by Reference to a prior filing with the Commission Exhibit No.Description Tab No. 10.5 1985 Combined Stock Option Plan ** 10.6 Supplemental Savings and Retirement Plan ** for Key Salaried Employees of Millipore Corporation 10.7 Executive Termination Agreement ** 10.8 Executive "Sale of Business" Incentive ** Termination Agreements 10.9 1995 Employee Stock Purchase Plan ** 10.10 1995 Management Incentive Plan ** 11 Computation of Per Share Earnings 4 21 Subsidiaries of Millipore 5 23 Consent of Coopers & Lybrand L.L.P. 6 24 Power of Attorney 7 ** Incorporated by Reference to a prior filing with the Commission March 7, 1997 Securities and Exchange Commission One Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: Re: Millipore Corporation Annual Report on Form 10-K for the Fiscal year ended December 31, 1996 Pursuant to General instruction D(1) of Form 10-K (as revised by Item 309 of Regulation S-T with respect to the number of copies to be transmitted by Registrants filing documents electronically with the Commission), we hereby submit: One complete copy of Millipore's Annual Report on Form 10-K for the year ended December 31, 1996, including Financial Statements and Exhibits, which bears typed signatures of Millipore's Officers and its Directors, in accordance with Item 302 of Regulation S-T. (Original signature pages bearing manual signatures and executed powers of attorney have been retained by Millipore.) Please note that this Form 10-K is made in conjunction with Millipore's filing of Registration Statement on Form S 3 relating to $300,000,000 of Debt Securities. Also, please note the Consent of Coopers & Lybrand L.L.P. is attached as Exhibit 23 to the 10-K. The financial statements in the Form 10-K do not reflect a change from the preceding year in any accounting principles or practices or in the method of applying any such principles or practices. A copy of the Form 10-K is also being sent to The New York Stock Exchange in accordance with its rules and regulations. If you have any questions concerning this filing, please contact the undersigned. Very truly yours, MILLIPORE CORPORATION Geoffrey Nunes Senior Vice President/General Counsel cc: With enclosure - Charles C. Leber, Branch Chief (by Mail) B. The following Exhibits are filed herewith: (3) (i) Restated Articles of Organization, as amended May 6, 1996 (10) Distribution Agreement, dated as of July 1, 1996, by and among Company and Fisher Scientific Company (all schedules and Exhibits have been omitted; Company agrees to furnish the Commission with a copy of any such schedule or exhibit upon request) (10) Revolving Credit Agreement, dated as of January 22, 1997, among Millipore Corporation and The First National Bank of Boston, ABM AMRO Bank N.V. and certain other lending institutions which are or become parties thereto (11) Computation of Per Share Earnings (21) Subsidiaries of Millipore (23) Consent of Independent Accountants relating to the incorporation of their report on the Consolidated Financial Statements into Company's Securities Act Registration Nos. 2-72124, 2-85698, 2-91432, 2-97280, 33-37319, 33-37323, 33-11-790, 33-59005 and 33-10801 on Form S-8 and Securities Act Registration Nos. 2-84252, 33 9706, 33-22196, 33-47213 on Form S-3, and 33-58117 on Form S4. (24) Power of Attorney (b) Reports on Form 8-K. Current Report on Form 8-K, dated December 31, 1996, reporting under items 2 and 7 the acquisition of the Amicon Separation Science Business of W.R. Grace & Co. Current Report on Form 8-K, dated January 31, 1997, reporting under items 2 and 7 the acquisition of Tylan General, Inc. (c) Exhibits. The Company hereby files as exhibits to this Annual Report on Form 10-K those exhibits listed in Item 14(a)(3)(B) above, which are attached hereto. (d) Financial Statement Schedules. No financial statement schedules have been included because they are not applicable or not required under Regulation S-X. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MILLIPORE CORPORATION Dated: March 7,1997 By Geoffrey Nunes, Senior Vice President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated. SIGNATURE TITLE DATE C. WILLIAM ZADEL* Chairman, President, March 7,1997 C. William Zadel Chief Executive Officer, and Director Michael P. Carroll Chief Financial Officer Vice President, and Treasurer CHARLES D. BAKER* Director March 7,1997 Charles D. Baker SAMUEL C. BUTLER* Director March 7,1997 Samuel C. Butler ROBERT E. CALDWELL* Director March 7,1997 Robert E. Caldwell MAUREEN A. HENDRICKS* Director March 7,1997 Maureen A. Hendricks MARK HOFFMAN* Director March 7,1997 Mark Hoffman STEVEN MULLER* Director March 7,1997 Steven Muller THOMAS O. PYLE* Director March 7,1997 Thomas O. Pyle JOHN F. RENO* Director March 7,1997 John F. Reno *By Geoffrey Nunes, Attorney-in-Fact