UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 1*
BOSTON CELTICS LIMITED PARTNERSHIP
(formerly known as "Boston Celtics Limited Partnership II")
- -----------------------------------------------------------------
(Name of Issuer)
Limited Partnership Units
- -----------------------------------------------------------------
(Title of Class of Securities)
100576107
- -----------------------------------------------------------------
(CUSIP number)
David Rhodin Murphey, III
4507 Bayshore Blvd.
Tampa, FL 33611
(813) 831-8012
- -----------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
June 30, 1998
- -----------------------------------------------------------------
(Date of event which requires filing of this statement)
If the 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 [ ].
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).
<PAGE>
CUSIP No. 100576107 13D/A Page 2 of 8 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DAVID RHODIN MURPHEY, III SS No. ###-##-####
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [ ]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS: PF AND AF
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES OF
AMERICA
- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 525,400
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 525,400
REPORTING --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 326,100
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 19.4328%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
- -----------------------------------------------------------------
<PAGE>
CUSIP No. 100576107 13D/A Page 3 of 8 Pages
This amends and restates the Schedule 13D filed by David
Rhodin Murphey, III with the Securities and Exchange Commission
on May 22, 1989. This amendment is filed to reflect the purchase
of additional equity securities and the effect of the
reorganization (the "Reorganization") of Boston Celtics Limited
Partnership ("BCLP"). The Reorganization, which was consummated
on June 30, 1998, is described in a Registration Statement on
Form S-4 (the "Registration Statement") of BCLP, Boston Celtics
Limited Partnership II and Castle Creek Partners, L.P. ("Castle
Creek") (File No. 333-50367), as amended.
ITEM 1. SECURITY AND ISSUER
(a) Class of Equity: Certificates Evidencing Units
Representing Assignments of Beneficial Limited
Partnership Interest in Issuer
(b) Issuer: Boston Celtics Limited Partnership (a Delaware
Limited Partnership)
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: David Rhodin Murphey, III
(b) Residence: Number 401
5020 Bayshore Blvd.
Tampa, Florida 33611
(c) Present Principal Occupation:
President of investment firm
Murphey Capital, Inc. (the "Corporation")
Post Office Box 18065
Tampa, Florida 33679-8065
(d) Criminal Conviction: No
(e) Judgment: No
(f) Citizenship: United States of America
Item 2(b) of this Schedule 13D is hereby amended to read as
follows:
(b) Residence: 4507 Bayshore Blvd.
Tampa, Florida 33611
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The personal funds of the Reporting Person were used to
purchase those Securities owned by the Reporting Person.
The working capital of the Corporation and the Plans (as
defined hereafter in response to Item 5(a)(ii)) were used to
purchase the Securities owned by the Corporation and the
Plans, respectively.
<PAGE>
CUSIP No. 100576107 13D/A Page 4 of 8 Pages
Working capital of the Corporation in the amount of $128,850
was used for the May 10, 1989 Brokers' street name
acquisition of the 9,500 units of the Securities that gave
the Reporting Person beneficial ownership of more than 5% of
the Securities.
The total investment in Securities by the Reporting Person,
the Corporation and the Plans is $3,994,725.
Item 3 of this Schedule 13D is hereby amended by adding the
information set forth below to the information previously
disclosed therein:
The total investment in the Units (as defined in Item
5(a)(i)) beneficially owned by the Reporting Person is
approximately $7,946,733.
Personal funds of the Reporting Person were used to
purchase the Units owned by the Reporting Person. Personal
funds of the Reporting Person's spouse were used to purchase
those units owned by the Reporting Person's spouse. The
working capital of the Corporations, the Plans and the
Foundations (as defined in Item 5(a)(ii) below) were used to
purchase the Units owned by the Corporations, the Plans and
the Foundations, respectively.
ITEM 4: PURPOSE OF TRANSACTION
(a) The Reporting Person affected the acquisition for the
purpose of investment on behalf of himself, the
Corporation, and the Plans as listed in Item 5(a)(ii).
(b) The Reporting Person has no plans or proposals which
relate to or would result in any of the matters listed
in Item 4(a) through (f) inclusive.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) (i) Aggregate Number of Securities: 326,100
(ii) Nature of Beneficial Ownership:
- 232,100 are owned by Murphey Capital, Inc.
(222,600 registered are to the Corporation.
5,000 are in street name at Merrill Lynch for
Corporation. 4,500 are in street name at
Smith Barney for corporation. (The Reporting
Person controls the Corporation.)
- 80,000 are owned by and registered to the
Reporting Person.
- 3,000 are held by Smith Barney as trustee
under Simplified Employee Plan for spouse of
Reporting Person.
- 11,000 are held by Smith Barney as trustee
under Simplified Employee Plan for spouse of
Reporting Person (collectively the two plans
of which Smith Barney is trustee are referred
to herein as the "Plans").
<PAGE>
CUSIP No. 100576107 13D/A Page 5 of 8 Pages
(b) The Reporting Person can vote or direct the vote, and
can dispose of or direct the disposition of all 326,100
units.
(c) In the last 60 days (i.e., on May 10, 1989), Murphey
Capital, Inc. acquired the unit shares held in the
brokers' street names.
(d) No person other than the owners named in response to
Item 5(a) is entitled to receive dividends or proceeds
from a sale.
(e) The Reporting Person continues to beneficially own more
than five percent of the Securities.
Item 5 of this Schedule 13D is hereby amended to read as follows:
(a)(i) Aggregate number of securities: 525,400 Units
representing assignments of beneficial limited
partnership interests in the Issuer (hereafter the
"Units").
(a)(ii) Nature of Beneficial Ownership.
- 168,000 Units are owned by the Reporting Person
and held in street name by Merrill Lynch Pierce
Fenner & Smith, Incorporated ("Merrill Lynch").
- 117,000 Units are owned by Murphey Capital, Inc.,
a corporation controlled by the Reporting Person
and held in street name by Merrill Lynch.1/
- 126,000 Units are owned by E-Wise Investments,
Inc., a corporation controlled by the Reporting
Person and held in street name by Merrill Lynch.1/
- 42,200 Units are owned by the Reporting Person's
Simplified Employee Pension Plan ("SEP") and held
in street name by Merrill Lynch.2/
- 51,500 Units are owned by Reporting Person's
spouse, Ann Lowry Murphey and held in street name
by Merrill Lynch.
- 11,000 Units are owned by Ann Lowry Murphey's SEP
and held in street name by Merrill Lynch.2/
- 200 Units are owned by Ann Lowry Murphey's IRA and
held in street name by Merrill Lynch.2/
- 8,500 Units are owned by The Sumter & Ivilyn Lowry
Foundation and held in street name by Merrill
Lynch. The Reporting Person is a trustee of such
Foundation.3/
- 1,000 Units are owned by the Sumter L. Lowry
Foundation and held in street name by such
Foundation. The Reporting person is a trustee of
such Foundation.3/
<PAGE>
CUSIP No. 100576107 13D/A Page 6 of 8 Pages
_____________________
1/ The two corporations are collectively referred to
as the "Corporations."
2/ The IRA and the two SEP's are collectively
referred to as the "Plans."
3/ The two Foundations are collectively referred to
as the "Foundations."
(b) The Reporting Person can vote or direct the vote, and
can dispose of or direct the disposition of all 525,400
Units.
(c) No additional Units have been acquired in the last
sixty (60) days. The following schedule summarizes the
transactions in the Units since the most recent filing
of Schedule 13D (May 22, 1989).
<PAGE>
<TABLE>
Average How
Per Unit Transaction
Purchaser Purchase Date No. of Units Price Effected
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Reporting Person 02/15/92 to 56,100 $22.40 NYSE
10/16/96
Reporting Person 06/18/98 to 11,000 17.89 NYSE
06/25/98
Reporting Person 06/30/98 4,000 16.69 NYSE
Reporting Person's 11/89 to 11,000 12.50 NYSE
SEP 01/91
Reporting Person's 09/21/93 to 17,200 20.35 NYSE
SEP 02/15/96
Reporting Person's 06/98 3,000 17.50 NYSE
SEP
Ann Lowry 11/92 to 10,100 18.37 NYSE
Murphey 11/93
Ann Lowry 06/92 200 18.50 NYSE
Murphey's IRA
Ann Lowry 11/93 to 8,000 19.73 NYSE
Murphey's SEP 02/96
E-Wise 12/20/93 to 39,700 20.93 NYSE
Investments, Inc. 12/12/97
/TABLE
<PAGE>
CUSIP No. 100576107 13D/A Page 7 of 8 Pages
<TABLE>
Average How
Per Unit Transaction
Purchaser Purchase Date No. of Units Price Effected
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
E-Wise 06/17/98 5,000 $19.17 NYSE
Investments, Inc.
Murphey Capital, Inc. 04/19/95 to 6,800 23.25 NYSE
02/09/96
Murphey Capital, Inc. 06/24/98 to 5,000 18.52 NYSE
06/25/98
Sumter L. Lowry 12/23/90 1,000 16.75 NYSE
Foundation
Sumter & Ivilyn 12/23/90 8,500 16.75 NYSE
Lowry Foundation
</TABLE>
<PAGE>
(d) No person other than the persons described in Item
5(a)(ii) is entitled to receive or the power to direct
the receipt of dividends or the proceeds from the sale
of the Units.
(e) The Reporting Person continues to beneficially own more
than five percent of the outstanding Units.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Reporting Person is not a party to any contracts,
arrangements, understandings or relationships with respect
to Securities of the Issuer, other than having supplied the
National Basketball Association, certain personal and
business information it requested from the Reporting Person,
prior to the May 10, 1989 acquisition of the 9,500 units.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
There are no exhibits that should be filed in response to
Item 7.
<PAGE>
CUSIP No. 100576107 13D/A Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: September 25, 1998
/s/ David Rhodin Murphy, III
----------------------------------
Name: David Rhodin Murphy, III
SF: 313845v.3
