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 CAMBRIDGE, Mass., March 23 /PRNewswire/ -- Polaroid Corporation (NYSE: PRD) announced today that, after substantive discussion with representatives of the California Public Employees' Retirement System (CalPERS) and the United Shareholders Association, its board of directors approved an amendment to the company's Shareholders' Rights Plan which enables shareholders to vote to redeem the rights if Polaroid were in the future to receive a qualifying offer to purchase all its outstanding shares. Polaroid stated that it was not considering any take-over proposals and that the amendment was adopted in response to suggestions for greater shareholder participation.
 CalPERS is a shareholder in the company. United Shareholders Association represents shareholders of the company who last year and again this year submitted shareholder proposals requesting the company to redeem the rights issued under the plan or submit the plan to a shareholder vote. This year's proposal was withdrawn with the company's amendment of the plan.
 The board reiterated its view that the plan, initially adopted in 1986, is designed to protect shareholders from abusive take-over practices and other unfair actions. The plan is not designed to, nor will it, prevent a qualifying offer for the company.
 The amendment, which both CalPERS and United Shareholders Association have accepted, provides that rights outstanding may be redeemed only by action of the board of directors of the company at its option or, in the event the company receives a qualifying offer, by shareholder action taken at a shareholders meeting. The meeting generally must be held not less than 90 and not more than 120 days after the date the qualifying offer is received, but it may be postponed for 90 days from the board's announcement of a decision, if it makes such as decision, to seek an alternate transaction to obtain greater value for shareholders. The company is not required to hold more than one special and one annual meeting of shareholders in any 12 month period. The rights are redeemable at 5 cents per right, and may not be redeemed after someone becomes the beneficial owner of 20 percent or more of the company's common stock and capital stock convertible into common stock.
 Redemption of rights by shareholder action under the amendment requires the affirmative vote of a majority of all outstanding shares of common stock and any other capital stock of the company entitled to vote generally in the election of directors of the company ("voting stock") outstanding as of the record date of the special meeting but not giving effect to any affirmative votes cast by the offeror or its affiliates or by certain insiders of the company. Redemption pursuant to shareholder vote will be effective immediately prior to the consummation of a tender offer within 60 days after the special meeting, which offer is at a price per share equal to or greater than the price contained in the resolution approved at the special meeting. The cash proportion of the consideration paid with respect to such offer will be equal to or greater than that contained in the resolution approved at the special meeting and the non-cash portion of which, if any, will be of the same type and on terms no less favorable than that contained in the resolution approved at the special meeting.
 A qualifying offer under the amendment is a written proposal delivered to the company by any person which (1) provides for the acquisition of all the outstanding shares of voting stock held by any person other than the offeror and its affiliates on the same terms for consideration that is at least 80 percent cash; (2) is accompanied by a written opinion, in customary form, of a nationally recognized investment banking firm which is addressed to the holders of shares of voting stock other than the offeror and its affiliates and states that the price to be paid to such holders pursuant to the offer is fair to such holders and which includes any written presentation, if one exists, of such firm showing the range of values underlying such conclusion; (3) is accompanied by written financing commitments, subject only to customary conditions which are likely to be fulfilled, from recognized financing sources, and/or has on hand cash or cash equivalents, for the full amount of all financing necessary to consummate the offer together with copies of all written materials, if any exist, prepared by the offeror for its lenders for use in their credit decision; (4) requests the company to call a special meeting of the holders of voting stock for the purpose of voting on a resolution requesting the board of directors to accept such offer and contains a written agreement of the offeror to pay (or share with any other offeror) at least one-half of the company's costs of such special meeting (exclusive of the company's costs of preparing and mailing proxy material for its own solicitation); provided that the offeror files the written proposal delivered to the company as a tender offer pursuant to Section 14(d) of the Securities Exchange Act of 1934 at least five days prior to the date of mailing by the company of any proxy statement for the special meeting; (5) is conditioned upon the commitment of the offeror to purchase, upon its consummation, all shares validly tendered and such shares purchased pursuant to the offer are a majority of the voting stock; (6) such offer by its terms remains open for at least 20 business days after the date of the special meeting plus 10 business days after any change in price and provides that after its consummation the offeror commits either to offer to acquire within 30 business days all the remaining shares at the same price (for the same amount of cash and other consideration) as paid in the offer or to initiate within 50 business days and consummate promptly thereafter a merger that provides such same price for all remaining shares; and (7) is made by and on behalf of an offeror which is not a foreign issuer (nor is any parent of such offeror).
 Immediately upon such action of the board of directors of the company to redeem the rights, upon the effectiveness of the redemption of the rights pursuant to shareholder action, the right to exercise the rights will terminate and the only right thereafter of the holders of rights will be to receive the redemption price.
 The rights will expire on July 1, 2000, unless extended by the board of directors. The board may from time to time extend the rights for not more than seven years beyond the then current expiration date, but prior to authorizing any extension, the board of directors will submit the question of extending the rights to the shareholders for a vote which is soley for the information and guidance of the board and shall not control or limit in any way the actions of the board of directors.
 The board of directors retains its authority to reject any qualifying offer, or to recommend that shareholders reject any tender offer, or to take any other action with respect to any offer or any tender offer that the board of directors believes is necessary or appropriate in the exercise of its fiduciary duty. The amendment does not limit the company or any offeror from engaging in any business combination or other transaction if the holders of rights continue to have the same rights set forth in the plan after such transaction. The amendment does not limit further amendments of the plan or preclude the adoption of any other agreement or arrangement.
 Polaroid Corporation with sales of more than $2 billion is the worldwide leader in instant imaging. Polaroid supplies instant photographic cameras and films, conventional cameras and films, videotapes and electronic imaging products to markets worldwide including amateur and professional photography, industry, science, medicine and education.
 -0- 3/23/93
 /CONTACT: Samuel A. Yanes, 617-577-4191, or Mary T. Conway, 617-577-3124, of Polaroid/

CO: Polaroid Corporation ST: Massachusetts IN: SU:

DD -- NE012 -- 8811 03/23/93 16:19 EST
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Publication:PR Newswire
Date:Mar 23, 1993

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