<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
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. 10177
(212) 558-4000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 31, 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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- ------------------------------------------------------------
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
3,635,350 shares of Common Stock (assuming conversion of all
Subordinated Debentures which Corporate Partners, L.P. has the right
to acquire upon exercise of all of its CRs)
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) The securities
beneficially owned represent approximately 7.29% of the Company's
Common Stock (assuming conversion of all Subordinated Debentures
which Corporate Partners, L.P. has the right to acquire upon exercise
of all of its CRs).
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
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<PAGE> 4
- ------------------------------------------------------------
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
250,184 shares of Common Stock (assuming conversion of all
Subordinated Debentures which Corporate Offshore Partners, L.P. has
the right to acquire upon exercise of all of its CRs)
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<PAGE> 5
- ------------------------------------------------------------
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 0.50% of the Company's
Common Stock (assuming conversion of all Subordinated Debentures
which Corporate Offshore Partners, L.P. has the right to acquire upon
exercise of all of its CRs).
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
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<PAGE> 6
- ------------------------------------------------------------
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
532,157 shares of Common Stock (assuming conversion of all
Subordinated Debentures which the State Board of Administration of
Florida has the right to acquire upon exercise of all of its CRs)
- ------------------------------------------------------------
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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 1.07% of
the Company's Common Stock (assuming conversion of all Subordinated
Debentures which the State Board of Administration of Florida has the
right to acquire upon exercise of all of its CRs).
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
- ------------------------------------------------------------
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<PAGE> 8
- ------------------------------------------------------------
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 4,307,688 (assuming conversion of all
EACH Subordinated Debentures which Corporate
REPORTING Partners, L.P., Corporate Offshore
PERSON Partners, L.P. and the State Board of
WITH Administration of Florida have the right to acquire
upon exercise of all of their CRs)
----------------------------------------
9. SOLE DISPOSITIVE POWER
-0-
----------------------------------------
10. SHARED DISPOSITIVE POWER
4,307,688 (assuming conversion of all Subordinated
Debentures which Corporate Partners, L.P.,
Corporate Offshore Partners, L.P. and the State
Board of
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<PAGE> 9
Administration of Florida have the right to acquire
upon exercise of all of their CRs)
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,307,688 shares of Common Stock (assuming conversion of all
Subordinated Debentures which Corporate Partners, L.P., Corporate
Offshore Partners, L.P. and the State Board of Administration of
Florida have the right to acquire upon exercise of all of their CRs)
- ------------------------------------------------------------
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 8.65% of
the Company's Common Stock (assuming conversion of all Subordinated
Debentures which Corporate Partners, L.P., Corporate Offshore
Partners, L.P. and the State Board of Administration of Florida have
the right to acquire upon exercise of all of their Conversion
Receipts).
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
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- ------------------------------------------------------------
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 4,307,688 (assuming conversion of all
EACH Subordinated Debentures which Corporate
REPORTING Partners, L.P., Corporate Offshore
PERSON WITH Partners, L.P. and the State Board of
Administration of Florida have the right to acquire
upon exercise of all of their CRs)
----------------------------------------
9. SOLE DISPOSITIVE POWER
-0-
----------------------------------------
10. SHARED DISPOSITIVE POWER
4,307,688 (assuming conversion of all Subordinated
Debentures which Corporate Partners, L.P., Offshore
Partners, L.P. and the State Board of
Administration of
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<PAGE> 11
Florida have the right to acquire upon exercise of
all of their CRs)
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,307,688 shares of Common Stock (assuming conversion of all
Subordinated Debentures which Corporate Partners, L.P., Corporate
Offshore Partners, L.P. and the State Board of Administration of
Florida have the right to acquire upon exercise of all of their CRs)
- ------------------------------------------------------------
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 8.65% of
the Company's Common Stock (assuming conversion of all Subordinated
Debentures which Corporate Partners, L.P., Corporate Offshore
Partners, L.P. and the State Board of Administration of Florida have
the right to acquire upon exercise of all of their CRs)
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
<PAGE>
<PAGE> 12
This Amendment No. 17, dated May 31, 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 first and second paragraphs of text under the heading
"Exercise of Registration Rights" in Item 4 are hereby deleted and replaced
in their entirety with the following:
On December 20, 1995, the Tax Partner, on behalf of
the Purchasers, delivered a notice (the "Notice") to the
Trustee under Section 8.10 of the Trust Agreement instructing
the Trustee to deliver to the Company a request under Section
2.1(a) of the Registration Rights Agreement that the Company
effect the shelf registration of the Subordinated Debentures
and shares of Common Stock issuable upon conversion thereof for
offer and sale from time to time by the holders thereof. A
copy of such Notice has previously been filed as an exhibit to
this Statement and is incorporated herein by this reference.
On February 8, 1996, the Company filed a registration statement
on Form S-3 (File No. 333-0791) (the "Registration Statement")
registering for sale to the public up to $140,000,000 aggregate
principal amount of the Subordinated Debentures and the shares
of Common Stock issuable upon conversion thereof. Such
Registration Statement has not been declared effective by the
Securities and Exchange Commission.
<PAGE>
<PAGE> 13
Sale of CRs and Shares of Tax Partner
The Purchasers and the Company have entered into a
purchase agreement (the "Purchase Agreement"), effective June
3, 1996, under which the Purchasers have agreed to sell to the
Company, and the Company has agreed to purchase from the
Purchasers, (i) the respective number of CRs held by the
Purchasers, at a purchase price of $0.384615 per CR (equivalent
to $12.50 per each share of Common Stock that a CR gives the
holder thereof the right to acquire upon exercise of the CR in
accordance with the terms of the Trust Agreement and conversion
of the Debentures) and (ii) the respective number of shares of
the Tax Partner (the "Shares") held by the Purchasers, at a
purchase price equivalent to $692.3125 per Share, plus accrued
but unpaid interest on the SDRs held by the Tax Partner to the closing.
A copy of the Purchase Agreement is filed as an exhibit to this
Statement and incorporated by reference herein.
It is 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 Securities Act. A copy of a draft of the
Amendment to the Trust Agreement is filed as an exhibit to this
Statement and incorporated by reference herein. It is a condition to
the closing of the purchase and sale of the Shares that the holders
of SDRs representing 66 2/3% of the outstanding SDRs agree to such
transfer and the assumption by the Company of certain obligations of
the Purchaser as described in the second sentence of the following
paragraph and that the officers and directors of the Tax Partner
resign on or prior to such closing.
Under the Purchase Agreement, each of the Purchasers has
agreed to reimburse the Company on a basis pro rata to their
ownership of Shares of the Tax Partner for certain fees and expenses
and certain losses, claims, damages or liabilities, as further
described in the Purchase Agreement, in connection with the Tax
Partner's obligations under the Trust Agreement. In addition, the
Company has agreed to assume, subject to the consent of holders of
SDRs as described above, the obligations of all of the Purchasers
under the Subscription Agreement, dated November 25, 1992 (the
"Subscription Agreement"), between each of the Purchasers and the Tax
Partners, relating to their commitment to provide up to $16 million,
in the aggregate, as equity contributions to
<PAGE>
<PAGE> 14
the Tax Partner in certain circumstances. A copy of the Subscription
Agreement is attached as an exhibit hereto and incorporated by
reference herein.
Lester Pollack has agreed to continue to be a director
of the Company following the sale of the Reporting Persons' CRs to
the Company.
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:
Thus, as to each Purchaser, giving effect to the
conversion of its CRs and its conversion of all Subordinated
Debentures beneficially owned by it (but not to the conversion
of Subordinated Debentures beneficially owned by any other
Purchaser), and attributing the ownership of $500,000 principal
amount of Subordinated Debentures owned by the Tax Partner to
the Purchasers in accordance with their percentage ownership of
the capital stock of the Tax Partner as of the date hereof,
(i) Corporate Partners beneficially owns 3,635,350 shares of
Common Stock, representing approximately 7.29% of the
outstanding shares of Common Stock, (ii) Corporate Offshore
Partners beneficially owns 250,184 shares of Common Stock,
representing approximately 0.50% of the outstanding shares of
Common Stock and (iii) Florida beneficially owns 532,157 shares
of Common Stock, of which 422,154 shares of Common Stock were
acquired pursuant to the Exchange Agreement and 110,003 shares
of Common Stock were acquired in the ordinary course of
Florida's investment activities, together representing
approximately 1.07% of the outstanding shares of Common Stock.
By virtue of Corporate Advisors, L.P.'s relationship with the
Partnerships and Florida, and LFCP Corp.'s relationship with
Corporate Advisors, L.P., Corporate Advisors, L.P. and LFCP
Corp., each may be deemed to beneficially own 4,307,688 shares
of Common Stock, representing approximately 8.65% of the
outstanding shares of Common Stock (assuming conversion of all
Subordinated Debentures beneficially owned by the Purchasers).
The third paragraph of text of Item 5 is hereby deleted
and replaced in its entirety with the following:
The Subordinated Debentures are not voting securities.
Neither the Partnerships nor Florida would have any power to
vote or to direct the vote of the voting securities indicated
above as benefically owned by it (if such securities were issued),
and neither the Partnerships nor Florida has the power to dispose
or to direct the disposition of any securities indicated above as
benefically owned by it. However, as to the 110,003 shares of
Common Stock purchased by Florida in the ordinary course of its
investment activities, Florida has the sole power to vote or to
direct the vote of such shares of Common Stock. Corporate
Advisors, L.P., as general partner of the Partnerships and
investment manager over the securities owned by Florida which
are held in a certain custody account, and LFCP Corp., as general
partner of Corporate Advisors, L.P., might be deemed to have
shared power to vote or to direct the vote of the voting securities
indicated above as benefically owned by the Partnerships and
Florida (with the exception of the 110,003 shares of Common Stock
purchased by Florida in the ordinary course of its investment
activities), if such securities were issued. Corporate Advisors,
L.P. and LFCP Corp. may be deemed to have shared power to dispose
or to direct the disposition of all securities indicated above as
benefically owned by the Partnerships and Florida (with the exception
of the Common Stock purchased by Florida in the ordinary course of
its investment activities) to the extent described above.
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<PAGE> 15
The fourth paragraph of text of Item 5 is hereby deleted and
replaced in its entirety with the following:
The percentages calculated in this Item 5 are based
upon 45,491,363 shares of Common Stock indicated as outstanding
as of May 3, 1996 in the Company's Form 10-Q for the quarter
ended March 31, 1996 plus 4,307,688 shares issuable upon
conversion of the Subordinated Debentures.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Purchase Agreement, dated May 31, 1996,
between Corporate Partners, L.P., Corporate
Offshore Partners, L.P., and State Board of
Administration of Florida and Polaroid
Corporation
Exhibit 2. Draft 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 3. Subscription Agreement, dated as of November
25, 1992, between Sub Debt Partners Corp.,
Corporate Partners, L.P., Corporate Offshore
Partners, L.P., and State Board of
Administration of Florida
<PAGE>
<PAGE> 16
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: May 31, 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> 17
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> 18
Exhibit Index
1. Purchase Agreement, dated May 31, 1996, between Corporate Partners,
L.P., Corporate Offshore Partners, L.P., and State Board of
Administration of Florida and Polaroid Corporation
2. Draft 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
3. Subscription Agreement, dated as of November 25, 1992, between Sub
Debt Partners Corp., Corporate Partners, L.P., Corporate Offshore
Partners, L.P., and State Board of Administration of Florida
<PAGE> 1
139,500,000
CONVERSION RECEIPTS
OF THE PRD STRIPPED CONVERTIBLE TRUST 1992-I
AND
1,000 SHARES OF SUB DEBT PARTNERS CORP.
PURCHASE AGREEMENT
May 31, 1996
Polaroid Corporation,
549 Technology Square,
Cambridge, MA 02139,
As Purchaser.
Dear Sirs:
1. Introductory. Corporate Partners, L.P., a Delaware limited
partnership, Corporate Offshore Partners, L.P., a Bermuda limited
partnership, 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. (collectively, the "Sellers"), propose to offer
and sell to Polaroid Corporation, a Delaware corporation (the "Purchaser"):
(i) 139,500,000 Conversion Receipts (the "Conversion Receipts") and (ii)
1,000 shares of common stock, par value $1.00 per share (the "Shares"), of
the Tax Partner (as defined below). The Conversion Receipts were
originally issued pursuant to the Trust Agreement, dated as of November 20,
1992, as amended (the "Trust Agreement"), with each of the Sellers, each as
Grantor, Sub Debt Partners Corp., a Delaware corporation, as Tax Partner
(the "Tax Partner"), and Chemical Bank, a New York banking corporation, as
Trustee of the PRD Stripped Convertible Trust 1992-I (the "Trust"). The
Conversion Receipts represent the rights specified therein and in the Trust
Agreement with respect to the 8% Convertible Subordinated Debentures Due
2001 (the "Debentures") of the Purchaser, convertible into shares of the
Purchaser's Common Stock, par value $1.00 per share (the "Common Stock"),
deposited by the Grantors with the Trustee pursuant to the Trust Agreement.
The respective number of Conversion Receipts to be sold by each Seller
hereunder is set forth opposite its name in Schedule A
<PAGE>
<PAGE> 2
hereto. The respective number of Shares to be sold by each Seller
hereunder is set forth opposite its name in Schedule B hereto.
The Sellers and the Tax Partner hereby agree with the Purchaser
as follows:
2. Representations and Warranties of the Sellers and the Tax
Partner.
(a) Each Seller severally represents and warrants to, and
agrees with, the Purchaser that:
(i) Such Seller is, in the case of Corporate Partners,
L.P. and Corporate Offshore Partners, L.P., a limited partnership
and, in the case of State Board of Administration of Florida, a body
corporate organized under the constitution of the State of Florida,
in each case duly organized and validly existing under the laws of
its jurisdiction of organization.
(ii) The execution and delivery of this Agreement and
the Trust Agreement have been duly authorized and approved on behalf
of such Seller by all action necessary as required by applicable law
and such Seller's partnership agreement or, in the case of the State
Board of Administration of Florida, by its Investment Management
Agreement with Corporate Advisors, L.P. (the "IMA").
(iii) Assuming that the Trust Agreement has been duly
authorized, executed and delivered by the Trustee and the Tax
Partner, that the Trust Agreement has been duly authorized and
approved on behalf of each other Seller by all action necessary as
required by applicable law and such Seller's partnership agreement
or, in the case of the State Board of Administration of Florida, by
the IMA, and that the Trust Agreement constitutes the valid and
legally binding agreement of the Trustee, the Tax Partner and each
other Seller enforceable in accordance with its terms, the Trust
Agreement constitutes the valid and legally binding agreement of such
Seller enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles.
(iv) Immediately prior to the deposit of the principal
number of Debentures respectively set forth in the first recital of
the Trust Agreement, such Seller had good and valid title to such
Debentures free and clear of all liens, encumbrances or claims; and
upon such transfer of such Debentures to the Trustee all right, title
and interest in such Debentures, subject to the Trust Agreement and
the letter agreement, dated November 24, 1992 (the "Letter
Agreement"), between the Sellers and the Issuer, was transferred to
the Trustee.
<PAGE>
<PAGE> 3
(v) Immediately prior to the sale and delivery of the
amount of Conversion Receipts set forth opposite such Seller's name
in Schedule A hereto to the Purchaser pursuant to this Agreement,
such Seller will have good and valid title to such Conversion
Receipts, free and clear of all liens, encumbrances or claims; and
upon such delivery of such Conversion Receipts and payment therefor
pursuant to this Agreement, good and valid title to such Conversion
Receipts, free and clear of all liens, encumbrances or claims, will
be transferred to the Purchaser.
(vi) Immediately prior to the sale and delivery of the
number of Shares set forth opposite such Seller's name in Schedule B
hereto to the Purchaser pursuant to this Agreement, such Seller will
have good and valid title to such Shares, free and clear of all
liens, encumbrances or claims; and upon such delivery of such Shares
and payment therefor pursuant to this Agreement, good and valid title
to such Shares, free and clear of all liens, encumbrances or claims,
will be transferred to the Purchaser.
(vii) No consent, approval, authorization, order,
registration or qualification of or with any court or governmental
agency or body is required to be obtained by such Seller for the
execution and delivery by such Seller of this Agreement or the Trust
Agreement, for the performance by such Seller of its obligations
hereunder or thereunder, for the sale and delivery of the number of
Conversion Receipts set forth opposite its name in Schedule A hereto
or for the sale and delivery of the number of Shares set forth
opposite its name in Schedule B hereto.
(b) Each of the Sellers and the Tax Partner severally
represents and warrants to, and agrees with, the Purchaser that:
(i) The Tax Partner has been duly incorporated and is
validly existing as a corporation in good standing under the laws of
the State of Delaware, and the copies of its certificate of
incorporation, by-laws and corporate minutes presented to the
Purchaser are complete and correct and no corporate proceedings
subsequent to those referred to herein have been taken.
(ii) Each of this Agreement and the Trust Agreement have
been duly authorized, executed and delivered by the Tax Partner.
(iii) Assuming that the Trust Agreement has been duly
authorized, executed and delivered by the Trustee, that the Trust
Agreement has been duly authorized and approved on behalf of each
Seller by all action necessary as required by applicable law and such
Seller's partnership agreement or, in the case of the State Board of
Administration of Florida, by the IMA, and that the Trust
<PAGE>
<PAGE> 4
Agreement constitutes the valid and legally binding agreement of the
Trustee and each Seller enforceable in accordance with its terms, the
Trust Agreement constitutes the valid and legally binding agreement
of the Tax Partner enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles.
(iv) Assuming that the Trust Agreement has been duly
authorized, executed and delivered by the Trustee, that the Trust
Agreement has been duly authorized and approved on behalf of each
Seller by all action necessary as required by applicable law and such
Seller's partnership agreement or, in the case of the State Board of
Administration of Florida, by the IMA, that the Trust Agreement
constitutes the valid and legally binding agreement of the Trustee
and each Seller enforceable in accordance with its terms, and that
the Trustee has duly executed and delivered the Conversion Receipts,
the Conversion Receipts are validly issued and outstanding and are
entitled to the benefits of the Trust Agreement.
(v) No consent, approval, authorization, order,
registration or qualification of or with any court or governmental
agency or body is required to be obtained by the Tax Partner for the
execution and delivery by the Tax Partner of this Agreement or the
Trust Agreement, or for the performance by the Tax Partner of its
obligations hereunder or thereunder.
(vi) Registration of the Trust under, or exemption of
the Trust from, the Investment Company Act of 1940, as amended (the
"Investment Company Act"), is not required.
(vii) The Shares have been duly authorized and validly
issued and are fully paid and nonassessable; and the number of Shares
set forth in Schedule B hereto are the only shares of common stock,
par value $1.00 per share, of the Tax Partner issued and outstanding.
There are no other outstanding shares of capital stock of the Tax
Partner and no person has any rights to acquire any such shares
(except pursuant to the Subscription Agreement, as defined below) or
any other interest in the Tax Partner.
(viii) The Tax Partner has not engaged in or undertaken
any business or other activity except to act as Tax Partner under the
Trust Agreement and has complied with all applicable laws.
(ix) There are no legal or governmental proceedings
pending to which the Tax Partner is a party or of which any property
of the Tax Partner is the subject and, to the best of the Tax
Partner's knowledge, no such proceedings
<PAGE>
<PAGE> 5
are threatened or contemplated by governmental authorities or
threatened by others.
(x) The Tax Partner has no liabilities (or to its
knowledge any unasserted or contingent or inchoate liabilities) other
than those arising under the Trust Agreement and no party has
asserted or, to the Tax Partner's knowledge, threatened to assert,
any claims thereunder. The only agreements to which the Tax Partner
is a party are the Trust Agreement, the calculation agency agreement,
dated as of November 24, 1992, the contribution agreement, dated as
of November 24, 1992, the fee agreement with the Trustee under the
Trust Agreement, the Subscription Agreement, the Letter Agreement,
and this Agreement (hereinafter called the "Principal Agreements").
The Tax Partner has duly performed all of its obligations under, and
has not breached, any of the Principal Agreements.
(xi) The Tax Partner owns no real or personal property
other than 500,000 Stripped Debt Receipts and 500,000 Conversion
Receipts, each of which it owns free and clear of all liens,
encumbrances or claims, other than those arising under the Trust
Agreement. The Tax Partner has no employees and, since its
incorporation, has had no employees.
(xii) From and after the date hereof and until the Share
Closing Date (as defined below), the Tax Partner will not engage in
any business or activity without the prior consent of the Purchaser,
it being understood and agreed that the Purchaser will not
unreasonably withhold or delay its consent to the performance by the
Tax Partner of any of its obligations under the Trust Agreement or as
contemplated hereby.
3. Purchase, Sale and Delivery of Conversion Receipts and
Shares. On the basis of the representations, warranties and agreements
herein contained, but subject to the terms and conditions herein set forth,
the Sellers agree to sell to the Purchaser, and the Purchaser agrees to
purchase from the Sellers, at a purchase price of $0.384615 per Conversion
Receipt (equivalent to $12.50 per each share of Common Stock that a
Conversion Receipt gives the holder thereof the right to acquire upon
exercise of the Conversion Receipt in accordance with the terms of the
Trust Agreement and conversion of the Debentures), the respective number of
Conversion Receipts set forth opposite the names of the Sellers in
Schedule A hereto.
On the basis of the representations, warranties and agreements
herein contained, but subject to the terms and conditions herein set forth,
the Sellers agree to sell to the Purchaser, and the Purchaser agrees to
purchase from the Sellers, at a purchase price of $500,000 plus an
additional $192.3125 per Share, the respective number of Shares set forth
opposite the names of the Sellers in Schedule B hereto.
<PAGE>
<PAGE> 6
Payment for the Conversion Receipts shall be made by the
Purchaser in United States dollars by wire transfer of immediately
available funds to certain bank accounts maintained by the Sellers and
previously designated to the Purchaser at 10:30 A.M. (New York time) on
Thursday, June 6, 1996 or such other time or date, not later than
10:30 A.M. (New York time) on the date two business days after the
satisfaction of the conditions referred to in Section 6 hereof, as the
Sellers and the Purchaser shall determine (the "Conversion Receipt Closing
Date") against delivery to the Purchaser of the Conversion Receipts in
definitive, fully registered form, at the offices of Sullivan & Cromwell,
250 Park Avenue, New York, New York 10177, or at such other place or places
as the Sellers and Purchaser shall determine. Each representation or
warranty made hereunder, and each certificate given in connection herewith,
shall be deemed to have been made or given on and as of such Conversion
Receipt Closing Date. Each of the Sellers agrees to make such definitive
registered Conversion Receipts available for inspection by the Purchaser at
the offices of Sullivan & Cromwell, 250 Park Avenue, New York, New York
10177, no later than 4:00 P.M., New York City time, on the business day
prior to the Conversion Receipt Closing Date.
Payment for the Shares shall be made by the Purchaser in United
States dollars by wire transfer of immediately available funds to certain
bank accounts maintained by the Sellers and previously designated to the
Purchaser at 10:30 A.M. (New York time) on Tuesday, June 11, 1996 or such
other time or date, not later than 10:30 A.M. (New York time) on the date
two business days after the satisfaction of the conditions referred to in
Section 7 hereof, as the Sellers and the Purchaser shall determine (the
"Share Closing Date", and together with the Conversion Receipt Closing
Date, the "Closing Dates") against delivery to the Purchaser of the Shares
in definitive, fully registered form, at the offices of Sullivan &
Cromwell, 250 Park Avenue, New York, New York 10177, or at such other place
or places as the Sellers and Purchaser shall determine. Each
representation or warranty made hereunder, and each certificate given in
connection herewith, shall be deemed to have been made or given on and as
of such Share Closing Date. Each of the Sellers agrees to make such
definitive registered Shares available for inspection by the Purchaser at
the offices of Sullivan & Cromwell, 250 Park Avenue, New York, New York
10177, no later than 4:00 P.M., New York City time, on the business day
prior to the Share Closing Date.
4. Representations, Warranties and Agreements of the
Purchaser. The Purchaser represents and warrants to, and agrees with, the
several Sellers and the Tax Partner that:
(a) The Purchaser is a corporation that is an "accredited
investor" within the meaning of Rule 501(a)(1), (2) or (3) of Regulation D
under the Securities Act (an "Institutional Accredited Investor"), and the
Purchaser is acquiring the Conversion Receipts to be purchased by it
hereunder for investment and not with a view to or for sale in connection
with any distribution thereof within the meaning of the Securities Act,
<PAGE>
<PAGE> 7
provided that the disposition of the Purchaser's property shall at all
times be and remain within its control.
(b) The Sellers advise the Purchaser that: (i) the Conversion
Receipts 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
Institutional Accredited Investors in transactions exempt from the
registration requirements of the Securities Act, in accordance with any
applicable state securities laws of any State of the United States and the
requirements of the Trust Agreement and in circumstances designed to avoid
the registration requirements of the Investment Company Act; and (ii) the
Trust is not and shall not be registered as an investment company under the
Investment Company Act. The Purchaser represents that, upon the closing of
its purchase of the Conversion Receipts contemplated hereby, it will be the
sole beneficial owner (within the meaning of Section 3(c)(1) of the
Investment Company Act) of its Conversion Receipts and agrees that it will
remain the sole beneficial owner thereof so long as it holds the
Certificate evidencing such Conversion Receipts. The Purchaser
acknowledges that (i) resales of the Conversion Receipts are restricted as
provided in the Trust Agreement; (ii) no registration of transfer or
exchange of Conversion Receipts may be made by the Trustee unless the
transferee delivers to the Trustee and the Tax Partner a duly completed
transfer certificate in accordance with the Trust Agreement together with
such evidence (which may include representations, warranties and an Opinion
of Counsel (as defined in the Trust Agreement)) to the effect that such
transfer would not result in the Trust being required to be registered, or
to seek an exemption from registration, as an investment company under the
Investment Company Act as the Tax Partner may reasonably request in order
to establish that such transfer or exchange would not cause the Trust to be
an investment company subject to the registration provisions of the
Investment Company Act; (iii) no registration of transfer or exchange of
Conversion Receipts shall be permitted if, as a result of such registration
of transfer or exchange, the Conversion Receipts and the Stripped Debt
Receipts issued pursuant to the Trust Agreement (the "Stripped Debt
Receipts"), together with any other securities issued by the Trust, would
be held or beneficially owned by more than ninety-five beneficial owners
(within the meaning of Section 3(c)(1) of the Investment Company Act);
(iv) the Trustee shall not issue Conversion Receipts or Stripped Debt
Receipts if to do so shall mean Certificates evidencing Conversion Receipts
and Stripped Debt Receipts shall be held by more than ninety-five Holders
(as defined in the Trust Agreement) at any one time; and (v) a purchaser of
Conversion Receipts may be forced to bear the risk of its investment for an
indefinite period of time. In addition, the Sellers advise the Purchaser
that the Debentures and the Common Stock have not been registered under the
Securities Act and may not be offered, sold, pledged or otherwise
transferred except pursuant to an effective registration statement or in
transactions exempt from the registration requirements of the Securities
Act.
<PAGE>
<PAGE> 8
(c) The Purchaser agrees that from and after the Share Closing
Date, the Tax Partner will not engage in or undertake any business or other
activity except to act as Tax Partner under the Trust Agreement in
accordance with all applicable laws and consistent with its past practice.
5. Agreements of the Sellers. Each of the Sellers severally
agrees with the Purchaser that the Sellers will pay all expenses incident
to the performance of their obligations hereunder, including (i) the fees
and expenses of their counsel and (ii) all expenses in connection with the
issuance, authentication, packaging and delivery of the Conversion Receipts
and the Shares.
6. Conditions to the Obligations of the Purchaser and Sellers
of Conversion Receipts. The obligation of the Purchaser to purchase and
pay for the Conversion Receipts on the Conversion Receipt Closing Date will
be subject to the accuracy in all material respects of the representations
and warranties of the Sellers and the Tax Partner and to the performance by
the Sellers in all material respects of their respective agreements
hereunder. The obligation of the Purchaser to purchase and pay for the
Conversion Receipts, and the obligations of the several Sellers to sell and
deliver the Conversion Receipts, will be subject to the condition that
Section 2.04(b) of the Trust Agreement be amended to permit the offer and
sale of Conversion Receipts and Stripped Debt Receipts to Institutional
Accredited Investors.
7. Obligation of the Purchaser to Assume Obligations under the
Subscription Agreement. The Purchaser agrees, subject to obtaining the
approval of the holders of the Stripped Debt Receipts in accordance with
the provisions of Section 4 of the Subscription Agreement, dated November
25, 1992 (the "Subscription Agreement"), between the Tax Partner and the
Sellers, to assume in writing all obligations of each Seller under the
Subscription Agreement, and to become a "Transferee" of each such Seller
under such Section 4, on or prior to the Share Closing Date.
8. Conditions to the Obligations of the Purchaser and Sellers
of Shares. The several obligations of each Seller to sell and deliver, and
the obligation of the Purchaser to purchase and pay for, the Shares on the
Share Closing Date will be subject to each Seller's having received the
approval of 66 2/3% by face amount of the holders of the Stripped Debt
Receipts. The obligation of the Purchaser to purchase and pay for the
Shares on the Share Closing Date will be subject to (i) the delivery to the
Purchaser of the valid and binding resignation of each director and officer
of the Tax Partner, and (ii) the accuracy in all material respects of the
representations and warranties of the several Sellers and the Tax Partner
on the Share Closing Date and the performance by the Seller and the Tax
Partner in all material respects of their respective agreements hereunder.
Each of the Sellers agrees to use its reasonable efforts to obtain such
<PAGE>
<PAGE> 9
approval of the holders of the Stripped Debt Receipts, each such
resignation and the approval referred to in Section 7.
9. Payment of Fees and Expenses under the Trust Agreement by
the Purchaser; Indemnification by the Sellers. (a) Each Seller severally
agrees with the Purchaser that it will reimburse the Purchaser, pro rata to
its Subscription Percentage (as defined in the Subscription Agreement) as
of the date hereof, against all out of pocket fees and expenses reasonably
incurred by the Tax Partner in the performance of the Tax Partner's duties
as Tax Partner to the extent such fees and expenses exceed in the aggregate
$25,000.
(b) Each Seller severally agrees to indemnify and hold
harmless, pro rata to its Subscription Percentage as of the date hereof,
the Purchaser against any losses, claims, damages or liabilities suffered
by the Purchaser arising out of or in connection with (x) any business or
activities conducted by the Tax Partner under the Trust Agreement or
otherwise prior to the Share Closing Date or (y) any liabilities of the Tax
Partner (including any unasserted, contingent or inchoate liabilities)
other than those arising under the Trust Agreement, except, in each case,
to the extent that the Purchaser has already been reimbursed in accordance
with paragraph (a) of this Section.
(c) Each Seller severally agrees to indemnify and hold
harmless, pro rata to its Subscription Percentage as of the date hereof,
the Purchaser against any losses, claims, damages or liabilities suffered
by it arising out of or in connection with the performance by the Tax
Partner of its obligations under the Trust Agreement and in accordance with
the terms hereof except to the extent that any such loss, claim, damage or
liability arises out of or is based upon the negligence, bad faith or
willful misconduct of the Purchaser or the Tax Partner or the breach by the
Tax Partner of its obligations under the Trust Agreement, in each case
subsequent to the Share Closing Date.
(d) Promptly after receipt by an indemnified party under
paragraph (b) or (c) of this Section of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to
be made against the indemnifying party under such paragraph, notify the
indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party shall not relieve it from any liability
which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party (which consent shall not be
unreasonably withheld), be counsel to the indemnifying party), and, after
notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party
<PAGE>
<PAGE> 10
shall not be liable to such indemnified party under such paragraph for any
legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation. No
indemnified party shall consent to any settlement of any proceeding that
may give rise to a claim for indemnification hereunder without the prior
consent of the indemnifying party, such consent not to be unreasonably
withheld.
(e) The representation, warranty, indemnity and other
provisions hereof shall survive the Share Closing Date and shall inure to
the benefit of the Purchaser and its successors and assigns and their
respective directors, officers and controlling persons within the meaning
of the Securities Act.
10. Notices. All communications hereunder will be in writing
and if sent to the Purchaser will be mailed or delivered or sent by telex
or facsimile transmission and confirmed to the Purchaser at Polaroid
Corporation, 549 Technology Square, Cambridge, Massachusetts 02139,
Attention: Richard F. deLima, Telecopier No.: (617) 386-9333, and if sent
to the Sellers, will be mailed or delivered or sent by telex or facsimile
transmission confirmed to Corporate Partners, L.P., 30 Rockefeller Plaza,
New York, New York 10020, Attention: Lester Pollack, Telecopier No.:
(212) 332-5801; to Corporate Offshore Partners, L.P., c/o Reid Management
Limited, 30 Cedar Avenue, Hamilton HM09, Bermuda, Attention: Kenneth E.T.
Robinson, Telecopier No.: (441) 292-8666 or (441) 295-5328; to State Board
of Administration of Florida, c/o Corporate Advisors, L.P., 30 Rockefeller
Plaza, New York, New York 10020, Attention: Lester Pollack, Telecopier
No.: (212) 332-5801; and if sent to the Tax Partner, will be mailed or
delivered or sent by telex or facsimile transmission confirmed to Sub Debt
Partners Corp., 30 Rockefeller Plaza, New York, New York 10020, Attention:
Lester Pollack, Telecopier No.: (212) 332-5801.
11. Severability. Any provision of this Agreement 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.
12. Descriptive Headings. The descriptive headings of the
several paragraphs of this Agreement are inserted for convenience only and
do not constitute a part of this Agreement.
13. Severalty of Obligations. The sales of Conversion
Receipts and Shares to the Purchaser are to be several sales, and not
joint. The obligations of the Sellers hereunder are several and not joint.
<PAGE>
<PAGE> 11
14. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors, and
no other person will have any right or obligation hereunder.
15. Counterparts. This Agreement 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.
16. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
17. Each Seller hereby submits to the non-exclusive
jurisdiction of the Federal courts in the Borough of Manhattan in the City
of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby and agrees that such
forum is not an inconvenient forum and consents to the venue thereof.
Corporate Partners, L.P., Corporate Offshore Partners, L.P. and State Board
of Administration of Florida each hereby appoints Corporate Advisors, L.P.,
at its address set forth in Section 10 above, as its authorized agent in
the Borough of Manhattan in The City of New York upon which process may be
served in any such suit or proceeding, and agrees that service of process
upon such agent, and written notice of said service to such Seller by the
person serving the same to the address provided in Section 10, shall be
deemed in every respect effective service of process upon such Seller in
any such suit or proceeding.
18. Effective Date. This Agreement shall be effective on
June 3, 1996, and shall not be a binding obligation of the parties hereto
until such date.
<PAGE>
<PAGE> 12
If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement between each of the Sellers,
the Tax Partner and the Purchaser in accordance with its terms.
Very truly yours,
CORPORATE PARTNERS, L.P.
By Corporate Advisors, L.P.
General Partner
By LFCP Corp.
General Partner
By:_____________________________
Name:
Title:
CORPORATE OFFSHORE PARTNERS, L.P.
By Corporate Advisors, L.P.
General Partner
By LFCP Corp.
General Partner
By:_____________________________
Name:
Title:
<PAGE>
<PAGE> 13
STATE BOARD OF ADMINISTRATION OF FLORIDA
By Corporate Advisors, L.P.
Attorney-in-Fact
By LFCP Corp.
General Partner
By:_____________________________
Name:
Title:
SUB DEBT PARTNERS CORP.
By:_____________________________
Name:
Title:
The foregoing Purchase Agreement is
hereby confirmed and accepted as of
the date first above written.
POLAROID CORPORATION
By:_____________________________
Name:
Title:
<PAGE>
<PAGE> 14
SCHEDULE A
Number of
Conversion
Receipts to be Purchase
Seller Sold to Purchaser Price
Corporate Partners, L.P. . . . . . 117,727,000 $45,279,587.50
Corporate Offshore Partners, L.P. . 8,102,000 3,116,125.00
State Board of Administration
of Florida . . . . . . . . . . . 13,671,000 5,258,075.00
Total . . . . . . . . . 139,500,000 $53,653,787.50
<PAGE>
<PAGE> 15
SCHEDULE B
Number of
Shares of the
Tax Partner to be
Seller Sold to Purchaser Price*
Corporate Partners, L.P. . . . . . 844 $584,248.19
Corporate Offshore Partners, L.P. . 58 40,214.24
State Board of Administration
of Florida . . . . . . . . . . . 98 67,850.07
Total . . . . . . . . . 1,000 $692,312.50
* Purchase price shall also include accrued interest on
the Debentures underlying the 500,000 Stripped Debt
Receipts from and including April 1, 1996 to but
excluding the Share Closing Date.
<PAGE> 1
S&C Draft of 5/31/96
FIRST AMENDMENT TO TRUST AGREEMENT
FIRST AMENDMENT, dated as of May __, 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.
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 OFFER, SALE, PLEDGE OR TRANSFER IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.
<PAGE>
<PAGE> 3
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.
<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: _____________________________
Name: Lester Pollack
Title: Chairman of the Board of Directors
CHEMICAL BANK
As Trustee
By: _____________________________
Name:
Title:
<PAGE>
<PAGE> 5
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,
One Rockefeller Plaza
New York, New York 10020
<PAGE> 1
SUBSCRIPTION AGREEMENT
Subscription Agreement (the "Agreement") dated November 25,
1992 between Sub Debt Partners Corp. a Delaware corporation (the
"Corporation"), on the one hand, and 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"), on the other hand.
W I T N E S S E T H:
WHEREAS, the Corporation will hold certain interests (the
"Interests") represented by receipts issued by the PRD Stripped Convertible
Trust 1992-I (the "Trust") pursuant to a Trust Agreement, dated as of
November 20, 1992, among the Corporation, as Tax Partner, Corporate
Partners, Corporate Offshore Partners and Florida, collectively as
Grantors, and Chemical Bank, as Trustee (the "Trust Agreement"); and
WHEREAS, the Interests will be treated as interests in a
partnership for Federal income tax purposes and, pursuant to Section 4.03
of the Trust Agreement, the Corporation will pay the costs and expenses of
the Trustee, and will be personally liable for the liabilities and expenses
of the Trust to the extent the assets of the Trust are not sufficient to
pay such liabilities and expenses (the "Tax Partner Guaranty"); and
WHEREAS, the Corporation has 5,000 authorized shares of common
stock, par value $1.00 per share (the "Shares"), of which 1, 000 are issued
and outstanding and owned by Corporate Partners, Offshore Corporate
Partners, and Florida (collectively, "Shareholders" and individually, a
"Shareholder") as follows:
Number of Ownership
Shares Owned Percentage
Corporate Partners 844 84.4%
Offshore Corporate
Partners 58 5.8%
Florida 98 9.8%
<PAGE>
<PAGE> 2
WHEREAS, the Shareholders are willing to subscribe for
additional Shares in proportion to their respective ownership percentages
set forth above (each, a "Subscription Percentage").
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. Subscription Obligation. At any time during the
term of this Agreement, the Corporation may (or, in the circumstances set
forth in Section 3 below, a creditor of the Corporation shall have the
right to require the Corporation to) elect to issue and sell any or all of
the authorized but unissued Shares to the Shareholders at a per Share price
(the "Issue Price") to be determined by the Board of Directors of the
Corporation, and each Shareholder unconditionally agrees to subscribe for
and pay for Shares with an aggregate Issue Price up to the product of its
Subscription Percentage times $16 million. The issuance and sale of such
Shares shall take place on any business day (the "Issue Date") as the
Corporation shall (or, in the circumstances set forth in Section 3 below, a
creditor of the Corporation shall have the right to require the Corporation
to) designate upon not less than twenty business days' written notice to
the Shareholders on such Issue Date, each Shareholder hereby agrees to pay
to the corporation in consideration of the Corporation's issuance of the
Shares an amount equal to the product of its Subscription Percentage times
the aggregate Issue Price of the Shares being issued and sold on such date;
provided, however, that no Shareholder shall be obligated to purchase
Shares on an Issue Date to the extent such Shares have an aggregate Issue
Price, when added to the aggregate Issue Price of any Shares previously
purchased by such Shareholder pursuant to its obligations hereunder, in
excess of the product of such Shareholder's Subscription Percentage times
$16 million.
Section 2. Authorized but Unissued Shares. At all times during
the term of this Agreement prior to the date on which the Shareholders'
obligations under Section 1 hereof shall be satisfied in full, the
Corporation shall maintain an adequate number of authorized but unissued
Shares for issuance and sale to the Shareholders in accordance with the
provisions hereof.
Section 3. Third Party Beneficiaries. This Agreement shall be
binding upon and shall inure to the benefit of the respective parties
hereto, their successors
<PAGE>
<PAGE> 3
and assigns. In addition, creditors of the Corporation are intended
beneficiaries of this Agreement and the benefits of this Agreement shall
inure to them, and they shall have the right to enforce this Agreement to
the extent necessary to satisfy the claims of such creditors, including,
without limitation, the right to require the corporation to exercise its
rights under Section 1 hereof.
Section 4. Assumption of Obligations. At any time
during the life of this Agreement, the obligations of a Shareholder under
this Agreement may be assumed in whole or in part by any person (a
"Transferee"), provided that the Transferee (i) agrees to maintain
sufficient assets that are subject to the obligations assumed hereunder,
(ii) provides an opinion of counsel to the effect that after such transfer
the Trust will continue to be a partnership for Federal income tax
purposes, and (iii) obtains the approval of holders of 66-2/3% in aggregate
face amount of the Stripped Debt Receipts issued by the Trust, which
approval shall not be unreasonably withheld. A Shareholder whose
obligations under this Agreement are assumed by a Transferee shall be
relieved and discharged of all such obligations and the Transferee shall
become liable for such obligations to the same extent and subject to the
same limitations as if such Transferee were such Shareholder.
Section 5. Term . This Agreement shall be effective beginning
on the date hereof and shall terminate upon termination of the Tax Partner
Guaranty in accordance with Section 12.06 of the Trust Agreement.
This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.
<PAGE>
<PAGE> 4
IN WITNESS WHEREOF this Agreement has been executed by the
parties hereto as of the date first written above.
SUB DEBT PARTNERS CORP.
By:
Name: Lester Pollack
Title: Chairman of the
Board of Directors
CORPORATE PARTNERS, L.P.
By: CORPORATE ADVISORS, L.P.
General Partner
By: LFCP CORP.
General Partner
By:
Name: Lester Pollack
Title: Chairman of the
Board of Directors
CORPORATE OFFSHORE PARTNERS, L.P.
By: CORPORATE ADVISORS, L.P.
General Partner
By: LFCP CORP.
General Partner
By:
Name: Lester Pollack
Title: Chairman of the
Board of Directors
STATE BOARD OF ADMINISTRATION
OF FLORIDA
By: CORPORATE ADVISORS, L.P.
Attorney-in-Fact
By: LFCP CORP.
General Partner
By:
Name: Lester Pollack
Title: Chairman of the
Board of Directors
