By JUSTIN POPE, AP Business Writer

BOSTON - Bankrupt Polaroid Corp.'s sale to Bank One appears ready to close this week, with rival bidder Deutsche Bank saying it won't try to reopen the bidding and retirees resigning themselves to recovering little of their benefits and pension fund.

The Massachusetts congressional delegation wrote to Deutsche Bank last week following reports the company was considering challenging the June 26 auction that awarded the remnants of Polaroid to One Equity Partners, the venture capital arm of Chicago-based Bank One.

But a Deutsche Bank official, speaking on condition of anonymity, confirmed Monday the company will not challenge the auction on procedural grounds or try to make a new bid.

Polaroid spokesman Skip Colcord said the sale was expected close "within the next few days."

Cambridge-based Polaroid filed for bankruptcy protection last October but has continued to operate. Last month, a judge approved its sale to OEP, an agreement that contains no provisions for Polaroid retirees.

Three days before the bankruptcy filing, Polaroid dropped its contribution to retiree health benefits. Many also lost thousands in an employee stock ownership plan they were forced to contribute to in order to protect the company from a takeover in the 1980s. Retirees have claimed in court papers they are owed dlrs 222 million.

They would not lose all, however. Once the sale to OEP is completed, Polaroid's pension plan would be taken over by the Pension Benefit Guarantee Corporation, though benefits would be capped at dlrs 43,000 annually. Some could also receive state-funded "Medigap" insurance.

Rumors of a new bid from Deutsche Bank divided the Polaroid Retirees Association, once just a social club representing 6,000 former workers, and the court-appointed Retirees Committee, which officially represents the retirees in the bankruptcy proceedings.

The PRA wrote to the Massachusetts congressional delegation last week asking it to help halt the sale, claiming retirees would be better off if Deutsche Bank bought the company and that the bank was considering reviving its offer. The delegation wrote to Deutsche Bank asking for clarification about whether the company was serious about the offer.

But Scott Cousins, the lawyer for the court-appointed retirees committee, said that Deutsche Bank had never really put forth a bid that would be better for retirees, and that there was no evidence to suggest Deutsche Bank had a new proposal that would be better for retirees, as the PRA contended.

Cousins also said he had found no evidence the auction was unfair. As for complaints Polaroid's assets had been valued unfairly, "the most accurate way to value a bankrupt company's assets is through the auction process," Cousins wrote in a letter to the Senate committee that oversees pensions.