As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/12/05  Polaroid Holding Co               8-K:1,9     1/12/05    2:45K                                    Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     22K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     17K 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  January 12, 2005 (January 7, 2005)

 

POLAROID HOLDING COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware		000-50661		23-3856538
(State or other jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

1265 Main Street, Waltham, Massachusetts  02451

(Address of principal executive offices)          (Zip Code)

 

(781) 386-2000

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01               Entry into a Material Definitive Agreement

 

On January 7, 2005, Polaroid Holding Company (the “Company”) and One Equity Partners LLC (“OEP”), an entity which, together with its affiliates, controls approximately 53% of the Company’s common stock, entered into Amendment No. 1 (the “Amendment”) to the Amended and Restated Securities Holders Agreement by and among the Company, OEP and the Other Management Investors Named therein dated as of February 5, 2003 (the “Securities Holders Agreement”).  The Amendment provides for full vesting of all Incentive Securities (as defined in the Securities Holders Agreement) held by employee investors immediately prior to the Effective Time of the merger contemplated in the Agreement and Plan of Merger by and among Petters Group Worldwide, LLC, Petters Consumer Brands, LLC and the Company dated January 7, 2005.

 

Item 9.01               Financial Statements and Exhibits

 

(c)           Exhibits

 

Exhibit No.		Description
99.1		Amendment No. 1, dated as of January 7, 2004, to the Amended and Restated Securities Holders Agreement by and among Polaroid Holding Company, One Equity Partners LLC and the Other Management Investors Named Therein dated as of February 5, 2003.

 

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