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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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BOSTON CELTICS LIMITED PARTNERSHIP
(Name of Subject Company)
BOSTON CELTICS LIMITED PARTNERSHIP
(Name of Person Filing Statement)
Limited Partnership Units
(Title of Class of Securities)
100577105
(CUSIP Number of Class of Securities)
Paul E. Gaston
Chief Executive Officer and President
BCLP GP, Inc.
151 Merrimac Street
Boston, MA 02114
(617) 523-6050
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copies To:
Jeffrey L. Holden, Esq. John F. Olson, Esq.
1155 Connecticut Avenue, N.W. Gibson, Dunn & Crutcher LLP
Washington, D.C. 20036 1050 Connecticut Ave., N.W., Suite
(202) 429-6585 900
Washington, D.C. 20036
(202) 955-8500
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Item 1. Security and Subject Company
The name of the subject entity is Boston Celtics Limited Partnership, a
Delaware limited partnership ("BCLP"), which has its principal executive
offices at 151 Merrimac Street, Boston, Massachusetts 02114. The class of
equity securities to which this statement relates is BCLP's limited
partnership units (the "Units").
Item 2. Tender Offer of the Bidder
This Solicitation/Recommendation Statement on Schedule 14D-9 (this
"Statement") relates to the offer (the "Offer") by Castle Creek Partners, L.P.
("Castle Creek") to purchase up to 430,000 Units at a price of $17.00 per
Unit, net to the tendering Unitholder in cash, upon and subject to the terms
set forth in the Offer to Purchase, dated as of January 13, 1999, and the
related Letter of Transmittal. The Offer is disclosed in Castle Creek's
Schedule 14D-1, dated January 13, 1999. Castle Creek's principal executive
offices are located at 151 Merrimac Street, Boston, Massachusetts 02114.
Item 3. Identity and Background
(a) The name and address of BCLP, which is the person filing this Statement,
is set forth in Item 1 of this Statement.
(b) There is an actual and potential conflict of interest between BCLP and
Castle Creek, Castle Creek Partners GP, Inc. (Castle Creek's general partner
("Castle Creek GP")) and Castle Creek GP's executive officers and directors.
As set forth in more detail below, the general partners of BCLP and Castle
Creek are affiliates and have common directors and executive officers. Because
of this conflict of interest, the background of which is described below, BCLP
is unable to take a position with respect to the Offer.
BCLP was organized in connection with the reorganization (the
"Reorganization") of Boston Celtics Limited Partnership II (formerly known as
"Boston Celtics Limited Partnership") ("BCLP II"). BCLP II was organized as a
Delaware limited partnership on December 4, 1986 to acquire, own and operate
the Boston Celtics professional basketball team of the National Basketball
Association (the "Team"). Shortly thereafter, BCLP II completed an initial
public offering of BCLP II Units.
Prior to the Reorganization, BCLP II held investments and, through Celtics
Limited Partnership ("CLP"), its 99% subsidiary limited partnership, owned and
operated the Team. In the Reorganization, BCLP II Unitholders were given an
option of receiving a distribution of one limited partnership interest in
Castle Creek for each 100 BCLP II units, or, alternatively, receiving a
distribution of subordinated debentures, cash and Units of BCLP. Holders of
51.68719% of BCLP II units elected to receive Castle Creek interests and
holders of 48.31281% of BCLP II units elected to receive subordinated
debentures, cash and Units of BCLP (the "Proportionate Election"). Effective
with the completion of the Reorganization on June 30, 1998, the pre-
Reorganization net assets of BCLP II, subject to certain adjustments, were
owned by Castle Creek and by BCLP, either directly or through their
subsidiaries, in exact proportion to the Proportionate Election.
BCLP currently owns a 99% limited partnership interest in BCLP II. BCLP II
in turn owns a 99% limited partnership interest in CLP, which owns 99.999% of
the partnership interests of Celtics Pride, G.P. ("Celtics Pride"), which in
turn owns a 48.31233% limited partnership interest in Celtics Basketball
Holdings, L.P. ("Celtics Basketball Holdings"). Celtics Basketball Holdings
owns a 99.999% limited partnership interest in Celtics Basketball, L.P.
("Celtics Basketball"), which in turn owns and operates the Team. The 1%
general partnership interest of BCLP is held by BCLP GP, Inc., a Delaware
corporation that is wholly owned and controlled by Paul E. Gaston. All of the
general partner interests in CLP, Celtics Basketball Holdings and Celtics
Basketball are held by Boston Celtics Corporation, a Delaware corporation that
is wholly owned and controlled by Paul E. Gaston and his affiliates. Castle
Creek owns the 51.68667% limited partnership interest in Celtics Basketball
Holdings, L.P. that is not owned by Celtics Pride, G.P.
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Castle Creek and BCLP are under common control. The directors and executive
officers of Castle Creek GP (Paul E. Gaston, Don F. Gaston, Paula B. Gaston
and Richard G. Pond) are also directors and executive officers of BCLP GP,
Inc., BCLP's general partner. BCLP GP, Inc. is wholly owned by Paul E. Gaston,
and Castle Creek GP is a wholly owned subsidiary of Celtics, Inc., which is a
Delaware corporation whose sole stockholder is Walcott Partners, L.P.
("Walcott"), an affiliate of Paul Gaston. In addition, Castle Creek indirectly
owns a majority interest in the Team, while BCLP indirectly owns a minority
interest in the Team.
If Castle Creek purchases 430,000 Units pursuant to the Offer, Castle Creek
will own greater than 20% of the outstanding Units. This will enable Castle
Creek to prevent BCLP's Unitholders from approving any matter that, pursuant
to BCLP's Amended and Restated Agreement of Limited Partnership, requires a
vote of at least 80% of the outstanding Units for approval.
Section 14.2 of BCLP's Amended and Restated Agreement of Limited Partnership
provides that a general partner of BCLP may be removed as general partner with
or without "Cause" (as defined therein) upon a vote of at least 80% of the
aggregate number of outstanding Units (provided that a general partner may be
removed as general partner for "Cause" upon a vote of more than 50% of the
aggregate number of outstanding Units). Accordingly, if Castle Creek purchases
430,000 Units pursuant to the Offer, Castle Creek will be able to prevent the
removal of BCLP GP, Inc. (which is under common control with Castle Creek GP)
as BCLP's general partner unless "Cause" for BCLP GP, Inc.'s removal is
established.
In addition, BCLP's Amended and Restated Agreement of Limited Partnership
provides that BCLP's general partner may not, without approval of at least 80%
of the aggregate number of outstanding Units, cause BCLP to (i) merge or
consolidate with any other limited partnership or other entity, unless BCLP is
the surviving entity; (ii) sell all or substantially all of BCLP's assets; or
(iii) transfer the general partner interest to a person or entity that is not
an affiliate of the general partner.
Item 4. The Solicitation or Recommendation
(a)-(b) Because of the conflict of interest described in Item 3 of this
Statement, BCLP is unable to take a position, and makes no recommendation,
with respect to the Offer.
Item 5. Persons Retained, Employed or to be Compensated
BCLP has not employed, retained or compensated any person to make
solicitations or recommendations to Unitholders on its behalf with regard to
the Offer.
Item 6. Recent Transactions and Intent With Respect to Securities
(a) Castle Creek has informed BCLP that it has effected the following
transactions during the past 60 days: on December 30, 1998, Castle Creek
purchased 100 Units on the New York Stock Exchange at a price of $11.0625 per
Unit; on January 6, 1999, Castle Creek purchased 58,800 Units on the New York
Stock Exchange at various prices ranging from $13.625 to $14.625; on January
7, 1999, Castle Creek purchased 47,700 Units on the New York Stock Exchange at
various prices ranging from $13.875 to $14.75; and on January 8, 1999, Castle
Creek purchased 15,200 Units on the New York Stock Exchange at various prices
ranging from $14.75 to $15.00. No other transactions in the Units have been
effected in the past 60 days by BCLP or by any executive officer, director,
affiliate or subsidiary of BCLP.
(b) To BCLP's knowledge, its executive officers, directors, affiliates and
subsidiaries do not intend to sell any Units owned by them prior to the
expiration of the Offer or tender such Units in the Offer.
Item 7. Certain Negotiations and Transactions by the Subject Company
(a) No negotiation is being undertaken or is under way by BCLP in response
to the Offer that relates to or would result in: (1) an extraordinary
transaction such as a merger or reorganization, involving BCLP or any
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subsidiary of BCLP; (2) a purchase, sale or transfer of a material amount of
assets by BCLP or any subsidiary of BCLP; (3) a tender offer for or other
acquisition of securities by or of BCLP; or (4) any material change in the
present capitalization or distribution policy of BCLP.
(b) There have been no transactions, board resolutions, agreements in
principle or signed contracts that relate to or result in one or more of the
matters referred to in Item 7(a)(1), (2), (3) or (4).
Item 8. Additional Information to be Furnished
Not applicable.
Item 9. Material to be filed as Exhibits
Not applicable.
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SIGNATURE
After due inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 13, 1999
Boston Celtics Limited Partnership
By: BCLP GP, Inc.
Its: General Partner
/s/ Richard G. Pond
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By: Richard G. Pond
Its: Executive Vice President
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