<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
Polaroid Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
731095 105
(CUSIP Number)
Stewart M. Robertson, Esq.
Sullivan & Cromwell
125 Broad Street, New York, N.Y. 10004
(212) 558-4000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 19, 1996
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 ("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).
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<PAGE> 2
- ---------------------
CUSIP NO. 731095 10 5
- ---------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Partners, L.P.
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
- ------------------------------------------------------------
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 -0-
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
<PAGE>
<PAGE> 3
- ---------------------
CUSIP NO. 731095 10 5
- ---------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Offshore Partners, L.P.
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
- ------------------------------------------------------------
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
Bermuda
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
<PAGE>
<PAGE> 4
- ---------------------
CUSIP NO. 731095 10 5
- ---------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
State Board of Administration of Florida
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
- ------------------------------------------------------------
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
Florida
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 110,003
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
110,003 shares of Common Stock
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
The securities beneficially owned represent approximately 0.2%.
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
- ------------------------------------------------------------
<PAGE>
<PAGE> 5
- ---------------------
CUSIP NO. 731095 10 5
- ---------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Advisors, L.P.
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
- ------------------------------------------------------------
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 -0-
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
<PAGE>
<PAGE> 6
- ---------------------
CUSIP NO. 731095 10 5
- ---------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFCP Corp.
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X ]
(b) [ ]
- ------------------------------------------------------------
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 -0-
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
----------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
<PAGE>
<PAGE> 7
This Amendment No. 18, dated June 19, 1996, amends the Schedule
13D dated February 7, 1989, as heretofore amended (the "Schedule 13D"),
filed on behalf of Corporate Partners, L.P., a Delaware limited partnership
("Corporate Partners"), Corporate Offshore Partners, L.P., a Bermuda
limited partnership ("Corporate Offshore Partners"; Corporate Partners and
Corporate Offshore Partners being referred to collectively as the
"Partnerships"), State Board of Administration of Florida, a body corporate
organized under the constitution of the State of Florida ("Florida"; the
Partnerships and Florida being referred to collectively as the
"Purchasers"), Corporate Advisors, L.P., a Delaware limited partnership and
general partner of the Partnerships which also serves as investment manager
for account assets held in a certain custody account for Florida; and LFCP
Corp., a Delaware corporation and general partner of Corporate Advisors,
L.P., all the shares of capital stock of which are owned by Lazard Freres &
Co. L.L.C., a New York limited liability company ("Lazard") (collectively,
the "Reporting Persons"), by adding the following additional information:
Item 4. Purpose of Transaction.
The following paragraphs are hereby added after the fourth
paragraph of text under the heading "Sale of CRs and Shares of Tax Partner"
in Item 4:
On June 6, 1996, the Purchasers completed the sale
to the Company of the respective number of CRs held by the
Purchasers pursuant to the terms of the Purchase Agreement,
as previously reported. On June 19, 1996, the Purchasers
completed the sale to the Company of the respective number of
shares of the Tax Partner (the "Shares") held by the Purchasers
pursuant to the terms of the Purchase Agreement, as previously
reported. A copy of the Purchase Agreement has previously been
filed as an exhibit to this Statement and is incorporated herein by
this reference.
It was a condition of the closing of the purchase and
sale of the CRs under the Purchase Agreement that the Trust Agreement
be amended to permit the offer and sale of CRs and SDRs to
institutional accredited investors within the meaning of Rule
501(a)(1), (2) or (3) of Regulation D under the
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<PAGE> 8
Securities Act. A copy of the Amendment to the Trust Agreement
is filed as an exhibit to this Statement and incorporated by
reference herein.
Under the Purchase Agreement, the Company agreed to
assume, subject to the consent of holders of the SDRs as previously
reported, the obligations of all of the Purchasers under the
Subscription Agreement, relating to their commitment to provide up to
$16 million, in the aggregate, as equity contributions to the Tax
Partner in certain circumstances. The Company assumed such
obligations pursuant to the Assumption Agreement, dated June 19, 1996
(the "Assumption Agreement"). A copy of the Assumption Agreement is
attached as an exhibit to this Statement and is incorporated by
reference herein. A copy of the Subscription Agreement has
previously been attached as an exhibit to this Statement and is
incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
The second paragraph of text of Item 5 is hereby deleted and
replaced in its entirety with the following:
As described more fully above under the heading
"Sale of CRs and Shares of Tax Partner" in Item 4, the
Reporting Persons ceased to be the beneficial owners of more
than 5% of the Common Stock on June 6, 1996. Florida continues
to own 110,003 shares of Common Stock acquired in the ordinary
course of Florida's investment activities, representing
approximately 0.2% of the outstanding shares of Common Stock.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Amendment to the Trust Agreement, dated as of
November 20, 1992, among Corporate Partners, L.P.,
Corporate Offshore Partners, L.P., State Board of
Administration of Florida, each as Grantor, Sub
Debt Partners Corp., as Tax Partner, and Chemical
Bank, as Trustee
Exhibit 2. Assumption Agreement, dated as of June 19, 1996,
between Corporate Partners, L.P., Corporate
Offshore Partners, L.P., State Board of
Administration of Florida, Polaroid Corporation and
Sub Debt Partners Corp.
<PAGE>
<PAGE> 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment is true,
complete and correct.
Date: June 19, 1996
CORPORATE PARTNERS, L.P.
By Corporate Advisors, L.P.
General Partner
By LFCP Corp.
General Partner
By /s/ Lester Pollack
Name: Lester Pollack
Title: Treasurer
CORPORATE OFFSHORE PARTNERS, L.P.
By Corporate Advisors, L.P.
General Partner
By LFCP Corp.
General Partner
By /s/ Lester Pollack
Name: Lester Pollack
Title: Treasurer
<PAGE>
<PAGE> 10
STATE BOARD OF ADMINISTRATION
OF FLORIDA
By Corporate Advisors, L.P.
Attorney-in-Fact
By LFCP Corp.
General Partner
By /s/ Lester Pollack
Name: Lester Pollack
Title: Treasurer
CORPORATE ADVISORS, L.P.
By LFCP Corp.
General Partner
By /s/ Lester Pollack
Name: Lester Pollack
Title: Treasurer
LFCP CORP.
By /s/ Lester Pollack
Name: Lester Pollack
Title: Treasurer
<PAGE>
<PAGE> 11
Exhibit Index
1. Amendment to the Trust Agreement, dated as of November 20, 1992,
among Corporate Partners, L.P., Corporate Offshore Partners, L.P.,
State Board of Administration of Florida, each as Grantor, Sub Debt
Partners Corp., as Tax Partner, and Chemical Bank, as Trustee
2. Assumption Agreement, dated as of June 19, 1996, between Corporate
Partners, L.P., Corporate Offshore Partners, L.P., State Board of
Administration of Florida, Polaroid Corporation and Sub Debt Partners
Corp.
<PAGE> 1
AMENDMENT TO TRUST AGREEMENT
AMENDMENT, dated as of June 6, 1996 (this "Amendment"), to and
of the Trust Agreement (the "Trust Agreement"), dated as of November 20,
1992, among Corporate Partners, L.P., a Delaware limited partnership
("Corporate Partners"), as Grantor, Corporate Offshore Partners, L.P., a
Bermuda limited partnership ("Corporate Offshore Partners"), as Grantor,
State Board of Administration of Florida, solely in its capacity as a
managed account under an Investment Management Agreement with Corporate
Advisors, L.P. ("Florida"), as Grantor (Corporate Partners, Corporate
Offshore Partners and Florida being referred to collectively as the
"Grantors"), Sub Debt Partners Corp., a Delaware corporation, as Tax
Partner (the "Tax Partner"), and Chemical Bank, a New York banking
corporation, as Trustee (the "Trustee").
RECITALS
WHEREAS, pursuant to Section 11.01 of the Trust Agreement, the
Trust Agreement may be amended by agreement between the Trustee and the Tax
Partner (and without any further action by or on behalf of the Grantors)
without the consent of any of the Holders if such amendment shall not
adversely affect the interests of any Holders in any material respect; and
WHEREAS, this Amendment will not adversely affect the interests
of any Holders in any material respect.
NOW, THEREFORE, in consideration of the mutual agreements
herein contained, each party agrees for the benefit of the other parties
and the Holders:
Section 1. Definitions. Unless otherwise defined herein, all
terms used in this Amendment which are defined in the Trust Agreement shall
have the same meanings assigned to them in the Trust Agreement.
Section 2. Amendment of Section 2.04 (Registration;
Registration of Transfer and Exchange of Certificates; Transfer
Restrictions). The first sentence of paragraph (b) of Section 2.04 of the
Trust Agreement is hereby deleted and replaced with the following sentence:
(b) The SDRs and the CRs have not been and will not be
registered under the Securities Act, and may not be offered, sold,
pledged or otherwise transferred except to a limited number of
Persons whom the transferor reasonably believes are either "qualified
institutional buyers" within the meaning of Rule 144A under the
Securities Act or "accredited investors" within the meaning of Rule
501(a)(1), (2) or (3) of Regulation D under the Securities Act, (i)
in transactions exempt from the registration requirements of the
Securities Act, (ii) in accordance with any applicable state
securities laws of any State of the United States, (iii) in
circumstances designed to avoid the registration requirements of the
Investment Company Act and (iv) with respect to offers, sales,
pledges or other transfers to "accredited investors", if requested by
the Tax Partner, upon delivery to the Trustee and the Tax Partner of
an opinion of counsel of recognized standing to the effect that such
offer, sale, pledge or transfer is exempt from the registration
requirements of the Securities Act.
<PAGE>
<PAGE> 2
Section 3. Amendment of Exhibit A (Form of CR Certificate).
The first paragraph of the legend on the Form of CR Certificate set forth
in Exhibit A of the Trust Agreement is hereby deleted and replaced in its
entirety by the following:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND
MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
EXCEPT TO A LIMITED NUMBER OF PERSONS WHOM THE SELLER
REASONABLY BELIEVES ARE QUALIFIED INSTITUTIONAL BUYERS WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OR ACCREDITED
INVESTORS WITHIN THE MEANING OF RULE 501(a)(1), (2) OR (3) OF
REGULATION D UNDER THE SECURITIES ACT, (A) IN TRANSACTIONS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, (B) IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES, (C) IN CIRCUMSTANCES
DESIGNED TO AVOID THE REGISTRATION REQUIREMENTS OF THE
INVESTMENT COMPANY ACT OF 1940 AND (D) WITH RESPECT TO OFFERS,
SALES, PLEDGES OR OTHER TRANSFERS TO ACCREDITED INVESTORS, IF
REQUESTED BY THE TAX PARTNER, UPON DELIVERY TO THE TRUSTEE AND
THE TAX PARTNER OF AN OPINION OF COUNSEL OF RECOGNIZED STANDING
TO THE EFFECT THAT SUCH OFFER, SALE, PLEDGE OR TRANSFER IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.
Such first paragraph shall be placed on each Certificate issued after
the date hereof but need not be placed on any Certificate outstanding prior
to the date hereof.
Section 4. Amendment of Exhibit B (Form of SDR Certificate).
The first paragraph of the legend on the Form of SDR Certificate set forth
in Exhibit B of the Trust Agreement is hereby deleted and replaced in its
entirety by the following:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND
MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
EXCEPT TO A LIMITED NUMBER OF PERSONS WHOM THE SELLER
REASONABLY BELIEVES ARE QUALIFIED INSTITUTIONAL BUYERS WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OR ACCREDITED
INVESTORS WITHIN THE MEANING OF RULE 501(a)(1), (2) OR (3) OF
REGULATION D UNDER THE SECURITIES ACT, (A) IN TRANSACTIONS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, (B) IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES, (C) IN CIRCUMSTANCES
DESIGNED TO AVOID THE REGISTRATION REQUIREMENTS OF THE
INVESTMENT COMPANY ACT OF 1940 AND (D) WITH RESPECT TO OFFERS,
SALES, PLEDGES OR OTHER TRANSFERS TO ACCREDITED INVESTORS, IF
REQUESTED BY THE TAX PARTNER, UPON DELIVERY TO THE TRUSTEE AND
THE TAX PARTNER OF AN OPINION OF COUNSEL OF RECOGNIZED STANDING
TO THE EFFECT THAT SUCH
<PAGE>
<PAGE> 3
OFFER, SALE, PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.
Such first paragraph shall be placed on each Certificate issued after
the date hereof but need not be placed on any Certificate outstanding prior
to the date hereof.
Section 5. Amendment of Exhibit C (Form of Transfer
Certificate). The Form of Transfer Certificate set forth in Exhibit C of
the Trust Agreement is hereby deleted and replaced in its entirety with the
Form of Transfer Certificate attached hereto as Exhibit C.
Section 6. Severability. Any provision of this Amendment
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.
Section 7. Descriptive Headings. The descriptive headings of
the several paragraphs of this Amendment are inserted for convenience only
and do not constitute a part of this Agreement.
Section 8. Counterparts. This Amendment may be executed in
any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the
same agreement.
Section 9. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 10. Trustee. Except as otherwise expressly provided
herein, no duties, responsibilities or liabilities are assumed, or shall be
construed to be assumed, by the Trustee by reason of this Amendment. This
Amendment is executed and accepted by the Trustee subject to all the terms
and conditions set forth in the Trust Agreement with the same force and
effect as if those terms and conditions were repeated at length herein and
made applicable to the Trustee with respect hereto. The Trustee shall not
be responsible in any manner for or in respect of the validity or
sufficiency of this Amendment or for or in respect of the recitals
contained herein, all of which recitals are made by the Tax Partner.
<PAGE>
<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective duly authorized officers or
attorneys in fact as of the date first above written.
SUB DEBT PARTNERS CORP.
As Tax Partner
By: /s/ Lester Pollack
Name: Lester Pollack
Title: Chairman of the
Board of Directors
CHEMICAL BANK
As Trustee
By: /s/ Daniel C Brown, Jr.
Name: Daniel C Brown, Jr.
Title: Assistant Vice President
<PAGE>
<PAGE> 1
EXHIBIT C
FORM OF TRANSFER CERTIFICATE
[Date]
Chemical Bank, as Trustee
450 West 33rd Street, 15th Floor
New York, New York 10001
Attention: Vice-President Corporate Trust Administration
Re: PRD Stripped Convertible Trust 1992-I
Stripped Debt Receipts ("SDRs")
and Conversion Receipts ("CRs")
Reference is hereby made to Section 2.04(c) of the Trust
Agreement, dated as of November 20, 1992, as amended (the "Trust
Agreement"), among Corporate Partners, L.P., Corporate Offshore Partners,
L.P. and State Board of Administration of Florida, as Grantors, Sub Debt
Partners Corp., as Tax Partner, and Chemical Bank, as Trustee. Capitalized
terms not defined herein have the meanings set forth in the Trust
Agreement.
The undersigned transferee of [SDRs] [CRs] hereby certifies
that it is [a "qualified institutional buyer" within the meaning of
Rule 144A under the Securities Act] [an "accredited investor" within the
meaning of Rule 501(a)(1), (2) or (3) of Regulation D under the Securities
Act], that the transfer to it of [$ face amount of SDRs]
[ CRs] complies with the transfer restrictions set forth in
Section 2.04 of the Trust Agreement and that the transferee is the sole
beneficial owner (within the meaning of Section 3(c)(1) of the Investment
Company Act) of such [SDRs] [CRs] and will remain the sole beneficial owner
thereof so long as it holds the Certificate evidencing such [SDRs] [CRs].
[NAME OF TRANSFEREE]
By:
[Name]
[Title]
cc: Sub Debt Partners Corp.,
as Tax Partner,
30 Rockefeller Plaza
New York, New York 10020
<PAGE>
<PAGE> 2
STATE OF NEW YORK ) ss.:
COUNTY OF NEW YORK )
On the 6th day of June 1996, before me personally came Lester
Pollack, to me known, who, being by me duly sworn, did depose and say that
he is the Chairman of the Board of Directors of Sub Debt Partners Corp.,
one of the corporations described in and which executed the foregoing
instrument, and that he signed his name thereto by authority of the Board
of Directors of said corporation.
______________________________
STATE OF NEW YORK ) ss.:
COUNTY OF NEW YORK )
On the 6th day of June, 1996, before me personally came
Daniel C Brown, Jr., to me known, who, being by me duly sworn, did depose
and say that he is Assistant Vice President of Chemical Bank, one of the
corporations described in and which executed the foregoing instrument and
that he signed his name thereto by like authority of the Board of Directors
of said corporation.
/s/ Anna H. Felt
[SEAL]
ANNA H. FELT
Notary Public, State of New York
No. 01FE5050846.
Qualified in New York County
Commission Expires 10/23/97
<PAGE> 1
[CONFORMED]
ASSUMPTION AGREEMENT
Assumption Agreement (the "Agreement"), dated as of June 19,
1996, between Corporate Partners, L.P., a Delaware limited partnership
("Corporate Partners"), Corporate Offshore Partners, L.P., a Bermuda
limited partnership ("Corporate Offshore Partners"), and State Board of
Administration of Florida, a body corporate organized under the
constitution of the State of Florida, solely in its capacity as a managed
account under an Investment Management Agreement with Corporate Advisors,
L.P. ("Florida") (each, a "Shareholder", and collectively, the
"Shareholders"), Polaroid Corporation, a Delaware corporation (the
"Transferee"), and Sub Debt Partners Corp., a Delaware corporation (the
"Corporation").
W I T N E S S E T H
WHEREAS, the Shareholders are parties to a Subscription
Agreement, dated November 25, 1992, between the Corporation, on the one
hand, and each of the Shareholders, on the other hand (the "Subscription
Agreement");
WHEREAS, the Transferee wishes to assume all of the obligations
of each of the Shareholders thereunder;
WHEREAS, simultaneously with the execution and delivery hereof,
the Transferee is acquiring all of the shares of the Corporation;
WHEREAS, the Transferee has obtained the approval of holders of
not less than 66 2/3% in aggregate face amount of the Stripped Debt Receipts
issued by the Trust referred to in the Subscription Agreement (the
"Trust"); and
WHEREAS, the Transferee has provided an opinion of counsel to
the effect that after such transfer the Trust will continue to be a
partnership for Federal income tax purposes.
NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
Section 1. Assumption by Transferee. The Transferee hereby
assumes all of the obligations of each of the Shareholders under the
Subscription Agreement arising on or after the date hereof, including,
without limitation, each of the Shareholders' obligations under Section 1
thereof, in each case to the same extent and subject to the
<PAGE>
<PAGE> 2
same limitations as if the Transferee were each of the Shareholders
thereunder.
Section 2. Maintenance of Assets. In accordance with Section
4 of the Subscription Agreement, the Transferee shall maintain sufficient
assets that are subject to the obligations assumed thereunder.
Section 3. Transfer by Shareholders. Each of the Shareholders
transfers to the Transferee all of its respective rights under the
Subscription Agreement.
Section 4. Acknowledgement, Release and Discharge. The
Corporation hereby acknowledges that the Transferee has succeeded to the
obligations of each of the Shareholders as the "transferee" thereof under
Section 4 of the Subscription Agreement and releases and discharges each of
the Shareholders from all of its respective obligations under the
Subscription Agreement.
Section 5. Obligations under Debentures Not Affected Hereby.
The Transferee hereby acknowledges and agrees that its obligations under
its 8% Subordinated Convertible Debentures Due 2001, which are
unconditional and absolute in accordance with the terms thereof, are
unaffected in any respect by its execution and delivery of this Agreement
and its ownership of the shares of the Corporation.
Section 6. Third Party Beneficiaries. The Transferee
acknowledges and agrees that the holders from time to time of Stripped Debt
Receipts issued by the Trust and the Trustee thereunder are third party
beneficiaries of the obligations of the Transferee assumed hereby and such
obligations may be enforced by such holders and the Trustee as if each were
parties hereto.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE.
<PAGE>
<PAGE> 3
IN WITNESS WHEREOF this Agreement has been executed by the
parties hereto as of the date first above written.
CORPORATE PARTNERS, L.P.
By Corporate Advisors, L.P.
General Partner
By LFCP Corp.
General Partner
By: /s/ Lester Pollack
Name: Lester Pollack
Title: Treasurer
CORPORATE OFFSHORE PARTNERS, L.P.
By Corporate Advisors, L.P.
General Partner
By LFCP Corp.
General Partner
By: /s/ Lester Pollack
Name: Lester Pollack
Title: Treasurer
STATE BOARD OF ADMINISTRATION
OF FLORIDA
By Corporate Advisors, L.P.
Attorney-in-Fact
By LFCP Corp.
General Partner
By: /s/ Lester Pollack
Name: Lester Pollack
Title: Treasurer
<PAGE>
<PAGE> 4
POLAROID CORPORATION
By: /s/ William J. O'Neill, Jr.
Name: William J. O'Neill, Jr.
Title: Executive Vice President
and Chief Financial Officer
SUB DEBT PARTNERS CORP.
By: /s/ Lester Pollack
Name: Lester Pollack
Title: Chairman of the Board
of Directors
