0000921530-05-000232.txt : 20120607
0000921530-05-000232.hdr.sgml : 20120607
20050325113258
ACCESSION NUMBER: 0000921530-05-000232
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050325
DATE AS OF CHANGE: 20050325
GROUP MEMBERS: PRIMARY PDC, INC.
GROUP MEMBERS: WIND DOWN ASSOCIATES LLC
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: POLAROID HOLDING CO
CENTRAL INDEX KEY: 0001227728
STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861]
IRS NUMBER: 223856538
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-79801
FILM NUMBER: 05703850
BUSINESS ADDRESS:
STREET 1: 1265 MAIN STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-368-2000
MAIL ADDRESS:
STREET 1: 1265 MAIN STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Primary PDC, Inc.
CENTRAL INDEX KEY: 0001289297
IRS NUMBER: 041734655
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 1265 MAIN STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: (781) 386-6505
MAIL ADDRESS:
STREET 1: 1265 MAIN STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
SC 13D/A
1
polaroid_13da1-030405.txt
AMENDMENT 1; 030405
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
POLAROID HOLDING COMPANY
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.001 per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
73109X104
--------------------------------------------------------------------------------
(CUSIP Number)
PRIMARY PDC, INC.
1265 Main Street
Waltham, MA 02451
Attention: Mark S. Stickel
(781) 386-6505
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With Copies to:
Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, NY 10022
Attention: Fred S. Hodara, Esq.
(212) 872-1000
March 4, 2005
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
(5) copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on the following page(s)
Page 1 of 5 Pages
SCHEDULE 13G
CUSIP No.: 73109X104 Page 2 of 5 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Primary PDC, Inc.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds
Not Applicable
5 Check Box if Disclosure of legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 683,689
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
683,689
11 Aggregate Amount Beneficially Owned by Each Reporting Person
683,689
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
2.0%
14 Type of Reporting Person (See Instructions)
CO-Corporation
SCHEDULE 13G
CUSIP No.: 73109X104 Page 3 of 5 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Wind Down Associates LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds
Not Applicable
5 Check Box if Disclosure of legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 683,689*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
683,689*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
683,689*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
2.0%
14 Type of Reporting Person (See Instructions)
OO-Limited Liability Company
* Includes 683,689 shares beneficially owned by Primary PDC, Inc. Wind Down
Associates LLC disclsims beneficial ownership of such shares.
Page 4 of 5 Pages
This Statement on Schedule 13D relates to the common stock, $.001 par value
per share (the "Common Stock"), of Polaroid Holding Company, a Delaware
corporation (the "Company"). This Amendment No. 1 supplementally amends the
initial statement on Schedule 13D, dated May 6, 2004 (the "Initial Statement"),
filed by the Reporting Persons (as defined herein). This Amendment No. 1 is
being filed by the Reporting Persons to report that, as a result of a recent
distribution of shares of Common Stock, each of the Reporting Persons is no
longer the beneficial owner of more than five percent of the outstanding Common
Stock of the Company.
Item 2. IDENTITY AND BACKGROUND
(a)-(c), (f) This Schedule 13D is being filed by (1) Primary PDC, Inc., a
Delaware corporation ("Primary PDC"); and (2) Wind Down Associates LLC, a
Delaware limited liability company ("Wind Down Associates" and, together with
Primary PDC, the "Reporting Persons").
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(c) As of the date hereof, Primary PDC may be deemed to be the
beneficial owner of 683,689 shares of Common Stock (approximately 2.0% of all
shares of Common Stock outstanding, based on the Company having 34,956,069
shares of Common Stock outstanding as of March 7, 2005 as disclosed in the
Company's last annual report on Form 10-K). In its capacity as the sole
shareholder of Primary PDC, Wind Down Associates may be deemed to share the
voting and dispositive power of the shares of Common Stock owned by Primary PDC.
Wind Down Associates disclaims beneficial ownership of the Common Stock
held by Primary PDC.
Neither the filing of this Statement nor any of its contents shall be
deemed to constitute an admission that Wind Down Associates is the beneficial
owner of the Common Stock referred to in this Item for purposes of Section 13(d)
of the Securities Exchange Act of 1934, as amended, or any other purpose.
On March 4, 2005, Primary PDC distributed 1,207,334 shares of Common Stock
to holders of allowed general unsecured claims against Primary PDC. With the
exception of this distribution, none of the Reporting Persons have, and to the
knowledge of the Reporting Persons, no director or executive officer of any of
the Reporting Persons has, effected any transaction in shares of Common Stock
during the period extending from the date 60 days prior to the date hereof to
the date of this filing.
(d) Not Applicable.
(e) As of March 4, 2005, each of the Reporting Persons ceased to be the
beneficial owner of more than five percent of the outstanding Common Stock of
the Company.
Page 5 of 5 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 24, 2005 PRIMARY PDC, INC.
By: /s/ Mark S. Stickel
-------------------------------
Name: Mark S. Stickel
Title: President
Dated: March 24, 2005 WIND DOWN ASSOCIATES LLC
By: /s/ Mark S. Stickel
-------------------------------
Name: Mark S. Stickel
Title: Authorized Signatory