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