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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
J P MORGAN CHASE & CO
(Last) (First) (Middle)
270 PARK AVENUE
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
POLAROID HOLDING CO [ NONE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/27/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Series A Cumulative Compounding Preferred Stock 12/27/2004 D 135,901.25(1) D $101.69 0 I See footnotes(2)(3)(4)(5)(6)(7)(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
J P MORGAN CHASE & CO
(Last) (First) (Middle)
270 PARK AVENUE
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Banc One Financial LLC
(Last) (First) (Middle)
1 BANK ONE PLAZA
(Street)
CHICAGO IL 60670
(City) (State) (Zip)
1. Name and Address of Reporting Person*
JP Morgan Capital CORP
(Last) (First) (Middle)
1 BANK ONE PLAZA
(Street)
CHICAGO IL 60670
(City) (State) (Zip)
1. Name and Address of Reporting Person*
BANK ONE INVESTMENT CORP
(Last) (First) (Middle)
1 BANK ONE PLAZA
(Street)
CHICAGO IL 60670
(City) (State) (Zip)
1. Name and Address of Reporting Person*
OEP HOLDING CORP
(Last) (First) (Middle)
1 BANK ONE PLAZA
(Street)
CHICAGO IL 60670
(City) (State) (Zip)
1. Name and Address of Reporting Person*
ONE EQUITY PARTNERS LLC
(Last) (First) (Middle)
320 PARK AVENUE, 18TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
OEP CO INVESTORS LLC
(Last) (First) (Middle)
320 PARK AVENUE 18TH FL
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Explanation of Responses:
1. Gives effect to the redemption by Polaroid Holding Company of all outstanding shares of its Series A 8.0% Cumulative Compounding Preferred Stock on the redemption date of December 27, 2004.
2. OEP Co-Investors LLC ("OEP Co-Investors") has direct beneficial ownership of 1,621.1 shares of Series A 8.0% Cumulative Compounding Preferred Stock. OEP Co-Investors disclaims beneficial ownership of the 134,280.15 shares of Series A 8.0% Cumulative Compounding Preferred Stock held directly by One Equity Partners LLC.
3. One Equity Partners LLC ("OEP") has direct beneficial ownership of 134,280.15 shares of Series A 8.0% Cumulative Compounding Preferred Stock. OEP disclaims benefical ownership of the 1,621.1 shares of Series A 8.0% Cumulative Compounding Preferred Stock held directly by OEP Co-Investors.
4. OEP Holding Corporation ("OEP Holding") may be deemed to own beneficially and indirectly 135,901.25 shares of Series A 8.0% Cumulative Compounding Preferred Stock by virtue of its control over the managing members of both OEP and OEP Co-Investors. OEP Holding disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
5. Bank One Investment Corporation ("BOIC") may be deemed to own beneficially and indirectly 135,901.25 shares of Series A 8.0% Cumulative Compounding Preferred Stock by virtue of its ownership of all the outstanding capital stock of OEP Holding. BOIC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
6. JPMorgan Capital Corporation ("JPM CC") may be deemed to own beneficially and indirectly 135,901.25 shares of Series A 8.0% Cumulative Compounding Preferred Stock by virtue of its ownership of all the outstanding capital stock of BOIC. JPM CC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
7. Banc One Financial LLC ("BOF LLC") may be deemed to own beneficially and indirectly 135,901.25 shares of Series A 8.0% Cumulative Compounding Preferred Stock by virtue of its ownership of all the outstanding capital stock of JPM CC. BOF LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
8. JPMorgan Chase & Co. ("JPMC") may be deemed to own beneficially and indirectly 135,901.25 shares of Series A 8.0% Cumulative Compounding Preferred Stock by virtue of its ownership of all the outstanding capital stock of BOF LLC. JPMorgan Chase & Co. disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
See Exhibit 99 02/17/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EXHIBIT 99

JOINT FILER INFORMATION

Title of Security:

Series A Preferred Cumulative Compounding Preferred Stock, par value $.001 per share
   

Issuer and Ticker Symbol

Polaroid Holding Company

   

Designated Filer

JPMorgan Chase & Co.
   

Other Joint Filers

Banc One Financial LLC
 

JPMorgan Capital Corporation
 

Bank One Investment Corporation
 

OEP Holding Corporation
  One Equity Partners LLC
  OEP Co-Investors LLC
   

Signatures:

JPMorgan Chase & Co.
       
   

By:

/s/ Jay Mandelbaum
   

Name:

Jay Mandelbaum
   

Title:

Executive Vice President
   
 

Banc One Financial LLC
 
   

By:

/s/ Heidi G. Miller
   

Name:

Heidi G. Miller
   

Title:

Chairman and President
     
 

JPMorgan Capital Corporation
   
   

By:

/s/ Francisco Pereiro
   

Name:

Francisco Pereiro
   

Title:

Chairman
   
 

Bank One Investment Corporation
   
   

By:

/s/ Richard M. Cashin, Jr.
   

Name:

Richard M. Cashin, Jr.
   

Title:

Chairman and President
   
 

OEP Holding Corporation
   
   

By:

/s/ Richard M. Cashin, Jr.
   

Name:

Richard M. Cashin, Jr.
   

Title:

President
   
 

One Equity Partners LLC
   
   

By:

/s/ Richard M. Cashin, Jr.
   

Name:

Richard M. Cashin, Jr.
   

Title:

President
   
 

OEP Co-Investors LLC
   
   

By:

/s/ Richard M. Cashin, Jr.
   

Name:

Richard M. Cashin, Jr.
   

Title:

President