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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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BOSTON CELTICS LIMITED PARTNERSHIP
(Name of Subject Company)
CASTLE CREEK PARTNERS, L.P.
(Bidder)
Limited Partnership Units
(Title of Class of Securities)
100577105
(CUSIP Number of Class of Securities)
Paul E. Gaston
Chief Executive Officer and President
Castle Creek Partners 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 900
(202) 429-6585 Washington, D.C. 20036
(202) 955-8500
CALCULATION OF FILING FEE
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Transaction valuation Amount of filing fee
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$7,310,000* $1,462
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* For purposes of fee calculation only. The total transaction value is based
on 430,000 limited partnership units (the "Units") offered to be purchased,
multiplied by the offer price of $17.00 per Unit.
The amount of the filing fee calculated in accordance with Regulation 240.0-
11 of the Securities Exchange Act of 1934 equals 1/50 of 1% of the value of
the Units to be purchased.
[_]Check box if any part of the fee is offset as provided by Rules 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: None Filing party: Not Applicable
Form or registration no.: Not Applicable Date filed: Not Applicable
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INTRODUCTION
This Tender Offer Statement on Schedule 14D-1 (this "Statement") relates to
the offer by Castle Creek Partners, L.P. ("Castle Creek") to purchase up to
430,000 limited partnership units (the "Units") of Boston Celtics Limited
Partnership, a Delaware limited partnership ("BCLP"), 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 (the "Offer
to Purchase"), and the related Letter of Transmittal (which together
constitute the "Offer"), copies of which are attached to this Tender Offer
Statement as Exhibits (a)(1) and (a)(2), respectively.
The information contained in this Statement concerning BCLP was derived from
publicly available sources and supplied to Castle Creek by BCLP at Castle
Creek's expense. Castle Creek takes no responsibility for the accuracy of such
information.
Item 1. Issuer and Class of Security Subject to the Transaction
(a) The name of the subject entity is Boston Celtics Limited Partnership, a
Delaware limited partnership, which has its principal executive offices at 151
Merrimac Street, Boston, Massachusetts 02114.
(b) The class of equity securities being sought is BCLP's limited
partnership units. The information set forth in the Offer to Purchase under
the caption "INTRODUCTION" is incorporated herein by this reference.
(c) The information concerning the principal market in which the Units are
traded and certain high and low sales prices for the Units in the principal
market set forth in the Offer to Purchase under the caption "THE TENDER
OFFER--6. Price Range of the Units" is incorporated herein by this reference.
Item 2. Identity and Background
(a)-(d), (g) This Statement is filed by Castle Creek. The information
concerning the name, state or other place of organization, principal business
and address of the principal office of Castle Creek, and the name, business
address, present principal occupation or employment (including the name,
principal business and address of any corporation or other organization in
which such employment or occupation is conducted), material occupations,
positions, offices or employment during the last five years and citizenship of
each of the executive officers and directors of Castle Creek's general
partner, Castle Creek Partners GP, Inc., set forth in the Offer to Purchase
under the captions "INTRODUCTION," and "THE TENDER OFFER--8. Certain
Information Concerning Castle Creek," and in Schedule I to the Offer to
Purchase, is incorporated herein by this reference.
(e) and (f) During the last five years, neither Castle Creek nor, to the
knowledge of Castle Creek, any person listed in Schedule I to the Offer to
Purchase has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violations of such laws.
Item 3. Past Contacts, Transactions or Negotiations
(a) Not applicable.
(b) The information set forth in the Offer to Purchase under the captions
"INTRODUCTION," "THE TENDER OFFER--7. Certain Information Concerning BCLP,"
"THE TENDER OFFER--8. Certain Information Concerning Castle Creek," "THE
TENDER OFFER--10. Certain Transactions Between Castle Creek and BCLP" and "THE
TENDER OFFER--11. Contacts with BCLP; Background of the Offer" is incorporated
herein by this reference.
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Item 4. Source and Amount of Funds or Other Considerations
(a) The information set forth in the Offer to Purchase under the caption
"THE TENDER OFFER--9. Source and Amount of Funds" is incorporated herein by
this reference.
(b) Not applicable.
(c) Not applicable.
Item 5. Purpose of the Tender Offer and Plans or Proposal of the Bidder
The information set forth in the Offer to Purchase under the caption "THE
TENDER OFFER--12. Purpose of the Offer" is incorporated herein by this
reference.
(a)-(g) Not applicable.
Item 6. Interest in Securities of the Subject Company
(a)-(b) The information set forth in the Offer to Purchase under the
captions "INTRODUCTION" and "THE TENDER OFFER--8. Certain Information
Concerning Castle Creek" is incorporated herein by this reference.
Item 7. Contracts, Arrangements, Understandings or Relationships with Respect
to the Subject Company's Securities
Not applicable.
Item 8. Persons Retained, Employed or to be Compensated
The information set forth in the Offer to Purchase under the caption
"INTRODUCTION" and "THE TENDER OFFER--15. Fees and Expenses" is incorporated
herein by this reference.
Item 9. Financial Statements of Certain Bidders
Not applicable.
Item 10. Additional Information
(a) Not applicable.
(b) The information set forth in the Offer to Purchase under the caption
"THE TENDER OFFER--14. NBA Approval" is incorporated herein by this reference.
(c)-(e) Not applicable.
(f) The information set forth in the Offer to Purchase and the Letter of
Transmittal, to the extent not otherwise incorporated by reference, is
incorporated herein by this reference.
Item 11. Material to be Filed as Exhibits
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(a)(1) Offer to Purchase, dated January 13, 1999
(a)(2) Letter of Transmittal
(a)(3) Notice of Guaranteed Delivery
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees
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(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(a)(7) Form of Summary Advertisement, dated January 13, 1999
(a)(8) Press Release, dated January 13, 1999 issued by Castle Creek
(b) None
(c) None
(d) None
(e) Not Applicable
(f) None
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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
CASTLE CREEK PARTNERS, L.P.
By: Castle Creek Partners GP, Inc.
Its: General Partner
/s/ Richard G. Pond
_____________________________________
By: Richard G. Pond
Its: Executive Vice President
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EXHIBIT INDEX
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Sequentially
Exhibit Numbered
Number Exhibit Page
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(a)(1) Offer to Purchase, dated January 13, 1999
(a)(2) Letter of Transmittal
(a)(3) Notice of Guaranteed Delivery
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(5) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(7) Form of Summary Advertisement, dated January 13, 1999
(a)(8) Press Release, dated January 13, 1999 issued by Castle
Creek
(b) None
(c) None
(d) None
(e) Not Applicable
(f) None
</TABLE>
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OFFER TO PURCHASE FOR CASH
UP TO 430,000 LIMITED PARTNERSHIP UNITS
OF
BOSTON CELTICS LIMITED PARTNERSHIP
AT
$17.00 NET PER UNIT
BY
CASTLE CREEK PARTNERS, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON MONDAY, MARCH 1, 1999 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS
EXTENDED.
IF MORE THAN 430,000 UNITS ARE VALIDLY TENDERED AND NOT WITHDRAWN, CASTLE
CREEK WILL ACCEPT FOR PURCHASE UP TO 430,000 UNITS OF THE TENDERED UNITS, ON A
PRO RATA BASIS, SUBJECT TO THE TERMS OF THIS OFFER TO PURCHASE.
THE BOARD OF DIRECTORS OF BCLP GP, INC., THE GENERAL PARTNER OF BCLP, IS
UNABLE TO TAKE A POSITION WITH RESPECT TO THE OFFER BECAUSE OF CONFLICTS OF
INTEREST. SEE "THE TENDER OFFER--7. CERTAIN INFORMATION REGARDING BCLP."
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IMPORTANT
Any Unitholder desiring to tender Units (as defined herein) should either
(1) complete and sign the Letter of Transmittal, or a facsimile copy thereof,
in accordance with the instructions in the Letter of Transmittal, mail or
deliver it and any other required documents to ChaseMellon Shareholder
Services, L.L.C. (the "Depositary") and either deliver the certificates for
such Units to the Depositary along with the Letter of Transmittal or tender
such Units pursuant to the procedure for book-entry transfer set forth in this
Offer to Purchase under the caption "THE TENDER OFFER--2. Procedure for
Accepting the Offer and Tendering Units" or (2) request such Unitholder's
broker, dealer, commercial bank, trust company or other nominee to effect the
transaction for the Unitholder. Unitholders with Units registered in the name
of a broker, dealer, commercial bank, trust company or other nominee must
contact such broker, dealer, commercial bank, trust company or other nominee
if they desire to tender such Units.
A Unitholder who desires to tender Units and whose certificates for Units
are not immediately available, or who cannot comply with the procedures for
book-entry transfer described in this Offer to Purchase on a timely basis, may
tender such Units by following the procedure for guaranteed delivery set forth
in this Offer to Purchase under the caption "THE TENDER OFFER--2. Procedure
for Accepting the Offer and Tendering Units."
Questions, requests for assistance and requests for additional copies of
this Offer to Purchase, the Letter of Transmittal or other tender offer
materials may be directed to Castle Creek at its address and telephone numbers
set forth on the back cover of this Offer to Purchase. Inquiries by banks and
brokers may be directed to the Information Agent at its address and telephone
number set forth on the back cover of this Offer to Purchase. Unitholders may
also contact brokers, dealers, commercial banks or trust companies for
assistance concerning the Offer.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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The date of this Offer to Purchase is January 13, 1999.
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TABLE OF CONTENTS
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Page
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INTRODUCTION.............................................................. 3
THE TENDER OFFER.......................................................... 4
1. Terms of the Offer; Expiration Date................................... 4
2. Proration; Procedure for Accepting the Offer and Tendering Units...... 5
3. Withdrawal Rights..................................................... 8
4. Acceptance for Payment and Payment for Units.......................... 9
5. Certain Federal Income Tax Consequences............................... 10
6. Price Range of the Units.............................................. 10
7. Certain Information Concerning BCLP................................... 11
8. Certain Information Concerning Castle Creek........................... 12
9. Source and Amount of Funds............................................ 13
10. Certain Transactions Between Castle Creek and BCLP.................... 13
11. Contacts with BCLP.................................................... 13
12. Purpose of the Offer.................................................. 14
13. Effects of the Offer on the Market for Units; New York Stock Exchange,
Boston Stock Exchange and Exchange Act Registration................... 14
14. NBA Approval.......................................................... 14
15. Fees and Expenses..................................................... 14
16. Miscellaneous......................................................... 14
SCHEDULE I................................................................ 16
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To the Holders of Limited Partnership Units of Boston Celtics Limited
Partnership:
INTRODUCTION
Castle Creek Partners, L.P. ("Castle Creek") hereby offers to purchase up to
430,000 Limited Partnership Units (the "Units") of Boston Celtics Limited
Partnership, a Delaware limited partnership ("BCLP") upon the terms set forth
in this Offer to Purchase and in the related Letter of Transmittal (which
together constitute the "Offer"), at the purchase price of $17.00 per Unit
(the "Offer Price"), net to the tendering Unitholder in cash. The 430,000
Units sought to be purchased pursuant to this Offer represent approximately
16% of the Units outstanding as of the date of the Offer.
THE BOARD OF DIRECTORS OF BCLP GP, INC., THE GENERAL PARTNER OF BCLP, HAS
DETERMINED THAT IT IS UNABLE TO TAKE A POSITION WITH RESPECT TO THE OFFER DUE
TO CONFLICTS OF INTEREST. BCLP'S SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 WILL BE FURNISHED TO UNITHOLDERS WHO REQUEST THE TENDER OFFER
MATERIALS TOGETHER WITH THIS OFFER TO PURCHASE.
If more than 430,000 Units are validly tendered and not withdrawn, Castle
Creek will accept for purchase up to 430,000 Units of the tendered Units, on a
pro rata basis, subject to the terms of this Offer to Purchase.
The Offer will expire at 5:00 P.M., New York City time, on Monday, March 1,
1999, unless extended.
Castle Creek will pay all charges and expenses of ChaseMellon Shareholder
Services, L.L.C., as depositary (in this capacity, the "Depositary") and
information agent (in this capacity, the "Information Agent") incurred in
connection with the Offer. Castle Creek will also pay a commission of $0.25
per Unit tendered to each broker who validly tenders Units pursuant to the
Offer. For a description of the fees and expenses to be paid by Castle Creek,
see "THE TENDER OFFER--15. Fees and Expenses."
BCLP has informed Castle Creek that as of January 12, 1999 there were
2,703,664 Units issued and outstanding and no Units reserved for issuance upon
the exercise of outstanding options. As of the date hereof, Castle Creek and
its affiliates beneficially own 122,100 Units.
CASTLE CREEK AND BCLP ARE UNDER COMMON CONTROL. THE DIRECTORS AND EXECUTIVE
OFFICERS OF CASTLE CREEK PARTNERS GP, INC., CASTLE CREEK'S GENERAL PARTNER,
ARE ALSO DIRECTORS AND EXECUTIVE OFFICERS OF BCLP GP, INC., BCLP'S GENERAL
PARTNER. CASTLE CREEK INDIRECTLY OWNS A MAJORITY OF THE LIMITED PARTNERSHIP
INTERESTS OF CELTICS BASKETBALL, L.P., WHICH IN TURN OWNS AND OPERATES THE
BOSTON CELTICS PROFESSIONAL BASKETBALL TEAM OF THE NATIONAL BASKETBALL
ASSOCIATION. BCLP INDIRECTLY OWNS THE MINORITY OF THE LIMITED PARTNERSHIP
INTERESTS OF CELTICS BASKETBALL, L.P. IF CASTLE CREEK PURCHASES 430,000 UNITS
PURSUANT TO THE OFFER, CASTLE CREEK WILL BE ABLE TO PREVENT CERTAIN ACTIONS BY
BCLP'S UNITHOLDERS THAT REQUIRE A VOTE OF HOLDERS OF AT LEAST 80% OF THE
OUTSTANDING UNITS. THESE ACTIONS INCLUDE REMOVAL OF BCLP GP, INC. AS BCLP'S
GENERAL PARTNER. FOR A DESCRIPTION OF THE RELATIONSHIP BETWEEN CASTLE CREEK
AND BCLP, SEE "THE TENDER OFFER--7. CERTAIN INFORMATION REGARDING BCLP."
The information contained in this Offer to Purchase concerning BCLP was
derived from publicly available sources and supplied by BCLP at Castle Creek's
expense. Castle Creek takes no responsibility for the completeness or accuracy
of that information.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
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MADE WITH RESPECT TO THE OFFER. ALSO SEE "THE TENDER OFFER--16. MISCELLANEOUS"
FOR INFORMATION REGARDING CERTAIN ADDITIONAL DOCUMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") IN CONNECTION WITH THE
OFFER.
THE TENDER OFFER
1. Terms Of The Offer; Expiration Date
Upon the terms of the Offer (including, if the Offer is extended or amended,
the terms of any such extension or amendment), Castle Creek will accept for
payment and pay for up to 430,000 Units validly tendered on or prior to the
Expiration Date and not previously withdrawn in accordance with the provisions
set forth in this Offer to Purchase under the caption "TENDER OFFER--3.
Withdrawal Rights." The term "Expiration Date" means 5:00 P.M., New York City
time, on Monday, March 1, 1999, unless and until Castle Creek from time to
time has extended the period of time during which the Offer is open, in which
event the term "Expiration Date" will mean the latest time and date at which
the Offer, as so extended by Castle Creek, expires.
Castle Creek may (i) increase the Offer Price and make any other changes in
the terms of the Offer, (ii) from time to time extend the Offer or (iii)
extend the Offer for any period required by any rule, regulation,
interpretation or position of the Commission applicable to the Offer.
As used in this Offer to Purchase, "business day" means any day, other than
a day on which banks in the State of New York are authorized to close or the
New York Stock Exchange is closed. Castle Creek confirms that its right to
delay payment for Units that it has accepted for payment is limited by Rule
14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which requires that a tenderer pay the consideration offered or return
the tendered securities promptly after the termination or withdrawal of a
tender offer.
Subject to the applicable rules and regulations of the Commission, Castle
Creek expressly reserves the right, at any time and from time to time, to (i)
terminate or amend the Offer or (ii) extend the Offer and postpone acceptance
for payment of any Units by giving oral or written notice of such termination,
amendment, extension or waiver to the Depositary. During any such extension
all Units previously tendered and not properly withdrawn will remain subject
to any such extension and will remain subject to the Offer, subject to the
right of a tendering Unitholder to withdraw such Unitholder's Units. Castle
Creek's purchase of Units pursuant to the Offer is subject to NBA approval.
See "TENDER OFFER--14. NBA Approval."
If Castle Creek extends the Offer, or if Castle Creek (whether before or
after its acceptance for payment of Units) is delayed in its payment for Units
or is unable to pay for Units pursuant to the Offer for any reason, then,
without prejudice to Castle Creek's rights under the Offer, the Depositary may
retain tendered Units on behalf of Castle Creek, and such Units may not be
withdrawn except to the extent tendering Unitholders are entitled to
withdrawal rights as described in this Offer to Purchase under the caption
"THE TENDER OFFER--3. Withdrawal Rights." As described above, however, the
ability of Castle Creek to delay payment for Units that it has accepted for
payment is limited by Rule 14e-1(c) under the Exchange Act.
If Castle Creek makes a material change in the terms of the Offer or the
information concerning the Offer, Castle Creek will disseminate additional
tender offer materials (including by public announcement) and extend the Offer
to the extent required by Rules 14d-4(c), 14d-6(d) and 14e-1 under the
Exchange Act. These rules generally provide that the minimum period during
which a tender offer must remain open following a material change in the terms
of the offer or information concerning the offer, other than a change in price
or a change in percentage of securities sought, will depend upon the facts and
circumstances, including the relative materiality of the changes in the terms
or information. In the Commission's view, an offer should remain open for a
minimum of five business days from the date a material change is first
published, sent or given to securityholders, and, if material changes are made
with respect to information that approaches the significance of price and
share levels, a minimum of ten business days may be required to allow for
adequate dissemination and investor response. With respect to a change in
price or a change in percentage of securities sought, a minimum ten-
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business day period is generally required to allow for adequate dissemination
to securityholders and for investor response.
Any extension, amendment or termination of the Offer will be followed as
promptly as practicable by public announcement in accordance with the public
announcement requirements of Rule 14e-1(d) under the Exchange Act. Subject to
applicable law (including Rules 14d-4(c) and 14d-6(d) under the Exchange Act,
which require that any material change in the information published, sent or
given to Unitholders in connection with the Offer be promptly disseminated to
Unitholders in a manner reasonably designed to inform Unitholders of such
change) and without limiting the manner in which Castle Creek may choose to
make any public announcement, Castle Creek will have no obligation to publish,
advertise or otherwise communicate any such public announcement other than by
making a release to the Dow Jones News Service.
This Offer to Purchase and the Letter of Transmittal and other relevant
materials will be mailed to any Unitholder who requests a copy of these
materials.
2. Proration; Procedure For Accepting The Offer And Tendering Units
Proration
If more than 430,000 Units are validly tendered and not withdrawn prior to
the Expiration Date, Castle Creek, upon and subject to the terms of the Offer,
will accept for purchase up to 430,000 of the tendered Units on a pro rata
basis with any appropriate adjustments to avoid tenders of fractional Units.
In the event that proration is required, because of the difficulty of
immediately determining the precise number of Units to be accepted from each
Unitholder, Castle Creek will announce the final results of proration as soon
as practicable. Subject to Castle Creek's obligation under Rule 14e-1(c) under
the Exchange Act to pay Unitholders the Offer Price in respect of Units
tendered or return those Units promptly after termination or withdrawal of the
Offer, Castle Creek will not pay for any Units tendered until after the final
proration factor has been determined.
Valid Tender of Units
For a Unitholder to validly tender Units pursuant to the Offer, either (i) a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), together with any required signature guarantees, or an Agent's
Message (as defined herein) in connection with a book-entry delivery of Units,
and any other required documents, must be received by the Depositary at one of
its addresses set forth on the back cover of this Offer to Purchase, and
either certificates ("Unit Certificates") for tendered Units must be received
by the Depositary at one of such addresses or such tendered Units must be
delivered pursuant to the procedure for book-entry transfer set forth below
(and a Book-Entry Confirmation (as defined herein) received by the
Depositary), in each case prior to the Expiration Date, or (ii) the tendering
Unitholder must comply with the guaranteed delivery procedures set forth
below.
Book-Entry Transfers
The Depositary will establish an account with respect to the Units at The
Depository Trust Company for purposes of the Offer within two business days
after the date of this Offer to Purchase. Any financial institution that is a
participant in The Depository Trust Company may make book-entry delivery of
the Units by causing the book-entry transfer system to transfer such Units
into the Depositary's account at The Depository Trust Company in accordance
with The Depository Trust Company's procedure for such transfer. Although
delivery of Units may be effected through book-entry transfer at The
Depository Trust Company, a properly completed
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and duly executed Letter of Transmittal (or facsimile thereof), with any
required signature guarantees, or an Agent's Message (as defined herein) in
connection with a book-entry transfer, and any other required documents, must,
in any case, be transmitted to, and received by, the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase prior to the
Expiration Date, or the tendering Unitholder must comply with the guaranteed
delivery procedures described below. The confirmation of a book-entry transfer
of Units into the Depositary's account at The Depository Trust Company as
described above is referred to herein as a "Book-Entry Confirmation." DELIVERY
OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY IN ACCORDANCE WITH ITS BOOK-ENTRY
PROCEDURES DOES NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
The term "Agent's Message" means a message, transmitted by The Depository
Trust Company to, and received by, the Depositary and forming a part of the
Book-Entry Confirmation, which states that The Depository Trust Company has
received an express acknowledgment from the participant in The Depository
Trust Company tendering the Units, that such participant has received the
Letter of Transmittal and agrees to be bound by the terms of the Letter of
Transmittal and that Castle Creek may enforce such agreement against such
participant.
THE METHOD OF DELIVERY OF UNITS, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND SOLE RISK OF THE TENDERING
UNITHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED AT
THE DEPOSITARY. IF DELIVERY IS BY MAIL, THEN INSURED OR REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD
BE ALLOWED TO ENSURE TIMELY DELIVERY.
Signature Guarantees
No signature guarantee on the Letter of Transmittal is required if (i) the
Letter of Transmittal is signed by the registered holder of the Units (which
term, for purposes of this Section, includes any participant in The Depository
Trust Company system whose name appears on a security position listing as the
owner of the Units) tendered therewith and such registered holder has not
completed either the box entitled "Special Delivery Instructions" or the box
entitled "Special Payment Instructions" on such Letter of Transmittal, or (ii)
such Units are tendered for the account of a bank, broker, dealer, credit
union, savings association or other entity that is a member in good standing
of the Securities Transfer Agents Medallion Program, the New York Stock
Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion
Program (each, an "Eligible Institution"). In all other cases, all signatures
on the Letter of Transmittal must be guaranteed by an Eligible Institution.
See Instructions 1 and 5 to the Letter of Transmittal. If the Unit
Certificates are registered in the name of a person other than the signer of
the Letter of Transmittal, or if payment is to be made to, or Unit
Certificates not validly tendered, not accepted for payment or not purchased
are to be issued or returned to, a person other than the registered holder of
the Unit Certificates, the tendered Unit Certificates must be endorsed in
blank or accompanied by appropriate stock powers, signed exactly as the name
of the registered holder appears on the Unit Certificates with the signature
on such Unit Certificates or stock powers guaranteed by an Eligible
Institution. See Instructions 1 and 5 to the Letter of Transmittal.
Guaranteed Delivery
If a Unitholder desires to tender Units pursuant to the Offer and such
Unitholder's Unit Certificates are not immediately available or the procedures
for book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach the Depositary prior to the Expiration
Date, such Units may nevertheless be tendered provided that all of the
following guaranteed delivery procedures are duly complied with:
(a) such tender is made by or through an Eligible Institution;
(b) the Depositary receives (by hand, mail, telegram or facsimile
transmission) on or prior to the Expiration Date, a properly completed and
duly executed Notice of Guaranteed Delivery, substantially in the form
provided by Castle Creek; and
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(c) the Unit Certificates representing all tendered Units, in proper form
for transfer (or Book-Entry Confirmation with respect to such Units),
together with a properly completed and duly executed Letter of Transmittal
(or facsimile thereof) and any other documents required by the Letter of
Transmittal, are received by the Depositary within three NYSE trading days
after the date of such Notice of Guaranteed Delivery. A "NYSE trading day"
is any day on which securities are traded on the New York Stock Exchange.
The Notice of Guaranteed Delivery may be delivered by hand, or may be
transmitted by telegram, facsimile transmission or mail, to the Depositary and
must include a guarantee by an Eligible Institution in the form set forth in
such Notice of Guaranteed Delivery.
Notwithstanding any other provision of this Offer to Purchase, payment for
Units accepted for payment pursuant to the Offer will in all cases be made
only after timely receipt by the Depositary of (i) Unit Certificates for (or a
timely Book-Entry Confirmation with respect to) such Units, (ii) a properly
completed and duly executed Letter of Transmittal (or facsimile thereof), or,
in the case of book-entry transfer, an Agent's Message, and (iii) any other
documents required by the Letter of Transmittal. Accordingly, tendering
Unitholders may be paid at different times depending upon when Unit
Certificates, Book-Entry Confirmations and such other documents are actually
received by the Depositary. Under no circumstances will Castle Creek pay
interest on the purchase price of the Units to any tendering Unitholders,
regardless of any extension of the Offer or any delay in making such payment.
Determination of Validity
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for payment of any tender of Units will be determined
by Castle Creek in its sole discretion, which determination will be final and
binding. Castle Creek reserves the absolute right to reject any or all tenders
of any Units that it determines are not in proper form or the acceptance for
payment of or payment for which may, in the opinion of Castle Creek's counsel,
be unlawful or otherwise unauthorized. Castle Creek also reserves the absolute
right to waive any defect or irregularity in the tender of any Units with
respect to any particular Unitholder, whether or not similar defects or
irregularities are waived in the case of other Unitholders. None of Castle
Creek, the Depositary or any other person will be under any duty to give
notice of any defects or irregularities in tenders or incur any liability for
failure to give any such notice. Castle Creek's interpretation of the terms of
the Offer (including the Letter of Transmittal and the instructions thereto)
will be final and binding.
Other Requirements; Voting; Distributions
By executing the Letter of Transmittal as set forth in this Offer to
Purchase, a tendering Unitholder irrevocably appoints designees of Castle
Creek as such Unitholder's proxy, with full power of substitution, in the
manner set forth in the Letter of Transmittal, to the full extent of such
Unitholder's rights with respect to the Units tendered by such Unitholder and
accepted for payment by Castle Creek (and with respect to any and all other
Units or other securities or rights issued or issuable in respect of such
Units on or after January 14, 1999), effective when, if and to the extent that
Castle Creek accepts such Units for payment pursuant to the Offer. All such
proxies will be considered coupled with an interest in the tendered Units.
Upon such acceptance for payment, all prior proxies given by such Unitholder
with respect to such Units accepted for payment or other securities or rights
will, without further action, be revoked, and no subsequent proxies may be
given. Castle Creek will, with respect to such Units for which the appointment
is effective, be empowered to exercise all voting and other rights of such
Unitholder as Castle Creek in its sole discretion may deem proper in respect
of any meeting of BCLP's Unitholders or any adjournment or postponement
thereof, by written consent in lieu of any such meeting or otherwise. Castle
Creek reserves the right to require that, in order for Units to be deemed
validly tendered, immediately upon Castle Creek's payment for such Units,
Castle Creek must be able to exercise full voting rights with respect to such
Units.
If BCLP should declare or pay any cash distribution or other distribution
on, or issue any rights with respect to, the Units on or after the Expiration
Date, payable or distributable to Unitholders of record on a date prior to
7
<PAGE>
the transfer to the name of Castle Creek or its nominees or transferees on
BCLP's transfer records of the Units purchased pursuant to the Offer, then (i)
the purchase price per Unit payable by Castle Creek pursuant to the Offer may,
in Castle Creek's sole discretion, be reduced by the amount of any such cash
distribution, and (ii) any non-cash distribution or right to be received by
the tendering Unitholders will (a) be received and held by the tendering
Unitholders for the account of Castle Creek and will be required to be
promptly remitted and transferred by each tendering Unitholder to the
Depositary for the account of Castle Creek, accompanied by appropriate
documentation of transfer, or (b) at the direction of Castle Creek, be
exercised for the benefit of Castle Creek, in which case the proceeds of such
exercise will promptly be remitted to Castle Creek. Pending such remittance,
Castle Creek will be entitled to all rights and privileges as owner of any
such non-cash distribution or right or such proceeds and may withhold the
entire purchase price or deduct from the purchase price the amount or value
thereof, as determined by Castle Creek in its sole discretion.
Castle Creek's acceptance for payment of Units tendered pursuant to any of
the procedures described in this Offer to Purchase will constitute a binding
agreement between the tendering Unitholder and Castle Creek upon the terms of
the Offer.
Backup Federal Income Tax Withholding
To prevent backup federal income tax withholding on payments of cash
pursuant to the Offer, a Unitholder tendering Units in the Offer must provide
the Depositary with such Unitholder's correct taxpayer identification number
("TIN") on a Substitute Form W-9 and certify under penalties of perjury that
such TIN is correct and that such Unitholder is not subject to backup
withholding. If a Unitholder does not provide its correct TIN or fails to
provide the certification described herein, under federal income tax laws, the
Depositary will be required to withhold 31% of the amount of any payment made
to such Unitholder pursuant to the Offer. All Unitholders tendering Units
pursuant to the Offer should complete and sign the Substitute Form W-9
included as a part of the Letter of Transmittal to provide the information and
certification necessary to avoid backup withholding. Noncorporate foreign
Unitholders should complete and sign a Form W-8, Certificate of Foreign
Status, a copy of which may be obtained from the Depositary, in order to avoid
backup withholding. See Instruction 9 to the Letter of Transmittal.
3. Withdrawal Rights
Tenders of Units made pursuant to the Offer will be irrevocable, except that
Units tendered may be withdrawn at any time prior to the Expiration Date and,
unless previously accepted for payment and paid for as provided in this Offer
to Purchase, may also be withdrawn at any time after March 15, 1999.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase.
Any notice of withdrawal must specify the name of the person who tendered the
Units to be withdrawn, the number of Units to be withdrawn and the name of the
registered holder of the Units to be withdrawn as set forth on such Unit
Certificates if different from the name of the person who tendered such Units.
If Unit Certificates have been delivered or otherwise identified to the
Depositary, then, prior to the physical release of such Unit Certificates, the
serial numbers shown on such Unit Certificates must be furnished to the
Depositary and, unless such Units have been tendered by an Eligible
Institution, the signatures on the notice of withdrawal must be guaranteed by
an Eligible Institution. If Units have been delivered pursuant to the
procedures for book-entry transfer set forth in Section 2 of this Offer to
Purchase, any notice of withdrawal must specify the name and number of the
account at the appropriate Book-Entry Transfer Facility to be credited with
such withdrawn Units and otherwise comply with such Book-Entry Transfer
Facility's procedures for withdrawal, in which case a notice of withdrawal
will be effective if delivered to the Depositary by any method of delivery
described in the first sentence of this paragraph.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by Castle Creek in its sole
discretion, and its determination will be final and binding. None of Castle
Creek, the Depositary or any other person will be obligated to give notice of
any defects or irregularities in any notice of withdrawal, nor will any of
them incur any liability for failure to give any such notice.
8
<PAGE>
Withdrawals of tenders of Units may not be rescinded, and any Units properly
withdrawn will thereafter be deemed not validly tendered for purposes of the
Offer. Withdrawn Units may be retendered, however, by following one of the
procedures described in Section 2 of this Offer to Purchase at any time on or
prior to the Expiration Date.
4. Acceptance For Payment and Payment For Units
Upon, and subject to, the terms of the Offer (including, if the Offer is
extended or amended, the terms of any extension or amendment), Castle Creek
will accept for payment, and will pay for, up to 430,000 Units validly
tendered on or prior to the Expiration Date and not properly withdrawn in
accordance with Section 3 of this Offer to Purchase promptly after the
Expiration Date. Subject to applicable rules of the Commission, Castle Creek
expressly reserves the right, in its sole discretion, to delay acceptance for
payment of, or payment for, Units in order to comply in whole or in part with
any applicable law or other requirement.
In all cases, payment for Units tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of (i)
the Unit Certificates (or timely Book-Entry Confirmation of the book-entry
transfer of such Units into the Depositary's account at The Depository Trust
Company pursuant to the procedures set forth under Section 2 of this Offer to
Purchase), (ii) the Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, together with any required signature guarantees,
or an Agent's Message in connection with a book-entry transfer, and (iii) any
other documents required by the Letter of Transmittal.
For purposes of the Offer, Castle Creek will be deemed to have accepted for
payment, and thereby purchased, Units validly tendered to Castle Creek and not
properly withdrawn as, if and when Castle Creek gives oral or written notice
to the Depositary of Castle Creek's acceptance for payment of such Units
pursuant to the Offer. In all cases, upon the terms of the Offer, payment for
Units so accepted for payment will be made by the deposit of the purchase
price therefor with the Depositary, which will act as agent for tendering
Unitholders for the purpose of receiving payment from Castle Creek and
transmitting payment to validly tendering Unitholders. UNDER NO CIRCUMSTANCES
WILL INTEREST BE PAID BY CASTLE CREEK ON THE PURCHASE PRICE OF THE UNITS
TENDERED PURSUANT TO THE OFFER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR
ANY DELAY IN MAKING SUCH PAYMENT. Upon the deposit of funds with the
Depositary for the purpose of making payments to tendering Unitholders, Castle
Creek's obligation to make such payments will be satisfied and tendering
Unitholders must thereafter look solely to the Depositary for payment of
amounts owed to them by reason of the acceptance for payment of Units pursuant
to the Offer. Castle Creek will pay any transfer taxes with respect to the
transfer and sale to it or its order pursuant to the Offer, except as
otherwise provided in Instruction 6 of the Letter of Transmittal, as well as
any charges and expenses of the Depositary.
If Castle Creek is delayed in its acceptance for payment of, or payment for,
tendered Units or is unable to accept for payment or pay for such Units
pursuant to the Offer for any reason, then, without prejudice to Castle
Creek's rights under the Offer (but subject to Castle Creek's obligations
under Rule 14e-1(c) under the Exchange Act to pay for or return the tendered
Units promptly after the termination or withdrawal of the Offer), the
Depositary may, nevertheless, retain tendered Units on behalf of Castle Creek,
and such Units may not be withdrawn except to the extent tendering Unitholders
are entitled to exercise, and duly exercise, withdrawal rights as described
under Section 3 of this Offer to Purchase.
If any tendered Units are not purchased pursuant to the Offer because of an
invalid tender or for any reason (including because more than 430,000 Units
are validly tendered), Unit Certificates for any such Units will be returned,
without expense, to the tendering Unitholder (or, in the case of Units
delivered by book-entry transfer of such Units into the Depositary's account
at The Depository Trust Company pursuant to the procedures set forth under
Section 2 of this Offer to Purchase, such Units will be credited to an account
maintained at The Depository Trust Company) as promptly as practicable
following the expiration or termination of the Offer.
9
<PAGE>
5. Certain Federal Income Tax Consequences
The summary of Federal income tax consequences set forth below is for
general information only and is based on Castle Creek's understanding of the
law as currently in effect. The tax consequences to each Unitholder will
depend in part upon such Unitholder's particular situation. Special tax
consequences not described herein may be applicable to particular classes of
taxpayers, such as financial institutions, broker-dealers, persons who are not
citizens or residents of the United States and Unitholders who acquired their
Units through the exercise of an employee option or otherwise as compensation.
ALL UNITHOLDERS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE
PARTICULAR TAX CONSEQUENCES OF THE OFFER TO THEM, INCLUDING THE APPLICABILITY
AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND ANY STATE, LOCAL OR FOREIGN
INCOME AND OTHER TAX LAWS AND OF CHANGES IN SUCH TAX LAWS.
The receipt of cash for Units pursuant to the Offer will be a taxable
transaction for federal income tax purposes and may also be a taxable
transaction under applicable state, local or foreign tax laws. Generally, for
federal tax purposes, a Unitholder who receives cash for Units pursuant to the
Offer will recognize gain or loss for federal income tax purposes equal to the
difference between the amount of cash received in exchange for the Units sold
and such Unitholder's adjusted tax basis in such Units. If the Units
constitute capital assets in the hands of the Unitholder, such gain or loss
will be capital gain or loss, and will be long term capital gain or loss if
the Unitholder has held the Units for more than one year at the time of sale.
Gain or loss will be calculated separately for each block of Units (i.e., a
group of Units with the same tax basis and holding period) tendered pursuant
to the Offer.
A Unitholder (other than certain exempt Unitholders including, among others,
all corporations and certain foreign individuals and entities) that tenders
Units may be subject to 31% backup withholding unless the Unitholder provides
its TIN and certifies that such number is correct or properly certifies that
it is awaiting a TIN, or unless an exemption applies. A Unitholder who does
not furnish its TIN may be subject to a penalty imposed by the Internal
Revenue Service (the "IRS"). See THE TENDER OFFER -- 2. Proration; Procedure
for Accepting the Offer and Tendering Units.
If backup withholding applies to a Unitholder, the Depositary is required to
withhold 31% from payments to such Unitholder. Backup withholding is not an
additional tax. Rather, the amount of the backup withholding can be credited
against the federal income tax liability of the person subject to the backup
withholding, provided that the required information is given to the IRS. If
backup withholding results in an overpayment of tax, a refund can be obtained
by the Unitholder upon filing an appropriate income tax return.
6. Price Range Of The Units
The Units are listed on the New York Stock Exchange and the Boston Stock
Exchange and are traded under the symbol "BOS". Prior to the Reorganization
(as defined below in this Offer to Purchase), units (the "BCLP II Units") of
Boston Celtics Limited Partnership II (formerly known as "Boston Celtics
Limited Partnership") ("BCLP II") were listed on the New York Stock Exchange
and the Boston Stock Exchange and were traded under the symbol "BOS". The
following table sets forth, for the periods indicated, the high and low sales
prices per BCLP II Unit on the New York Stock Exchange for the years ended
June 30, 1998 and 1997, respectively.
<TABLE>
<CAPTION>
Year Ended June
30, 1997
-----------------
Sales Price
-----------------
Period High Low
------ -------- --------
<S> <C> <C>
First Quarter......................................... $22.5000 $20.2500
Second Quarter........................................ 22.7500 20.6250
Third Quarter......................................... 24.3750 22.3750
Fourth Quarter........................................ 28.1250 23.2500
</TABLE>
Prices for periods before July 1, 1998 represent securities of BCLP II, not
BCLP. As a result of the Reorganization (as defined below in this Offer to
Purchase) and the issuance of debt by BCLP II therein, these prices should not
be compared to the prices of BCLP Units for periods beginning on or after July
1, 1998.
10
<PAGE>
<TABLE>
<CAPTION>
Year Ended June
30, 1998
-----------------
Sales Price
-----------------
Period High Low
------ -------- --------
<S> <C> <C>
First Quarter......................................... $25.5000 $23.6250
Second Quarter........................................ 25.4375 20.1875
Third Quarter......................................... 20.8125 18.8125
Fourth Quarter........................................ 21.4375 16.3750
</TABLE>
On June 30, 1998, the Reorganization (as defined below in this Offer to
Purchase) was consummated. In connection with the Reorganization, BCLP II,
among other things, (i) issued $54,073,280 principal amount of its 6%
Subordinated Debentures due 2038 (one $20 principal amount Subordinated
Debenture for each BCLP II Unit) and (ii) became a wholly owned subsidiary of
BCLP. Therefore, since the Reorganization there has been no established public
trading market for BCLP II Units. The Subordinated Debentures trade on the New
York Stock Exchange. Each $20 principal amount of Subordinated Debentures had
a value of $12.20 at the date of distribution.
The following table sets forth the high and sales prices per Unit, for the
periods indicated, for the year ending June 30, 1999.
<TABLE>
<CAPTION>
Year Ended June
30, 1999
----------------
Sales Price
----------------
Period High Low
------ -------- -------
<S> <C> <C>
First Quarter......................................... $11.1875 $7.0000
Second Quarter........................................ 12.0000 7.2500
Third Quarter (through January 12, 1999) ............. 15.2500 10.2500
</TABLE>
On January 12, 1999, the last full day of trading prior to the public
announcement and commencement of the Offer, according to published sources,
the last reported sale price of the Units on the New York Stock Exchange was
$14.00 per Unit. UNITHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION
FOR THE UNITS.
7. Certain Information Concerning BCLP
General
BCLP is a Delaware limited partnership with its principal offices located at
151 Merrimac Street, Boston, Massachusetts 02114.
BCLP was organized in connection with the reorganization of BCLP II (the
"Reorganization"). 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.
The Reorganization was completed on June 30, 1998 in response to changes in
the federal income tax law applicable to BCLP II, which at the time was a
publicly held partnership. 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, are owned by Castle Creek and by BCLP, either directly or
through their subsidiaries, in exact proportion to the Proportionate Election.
11
<PAGE>
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.
Available Information
The Units are registered under the Exchange Act. Accordingly, BCLP is
subject to the informational filing requirements of the Exchange Act and, in
accordance therewith, is required to file periodic reports and other
information with the Commission relating to its business, financial condition
and other matters. Certain information, as of particular dates, concerning
BCLP GP's directors and officers (including their remuneration, stock options
granted to them and Units held by them), the principal holders of BCLP's
securities and any material interest of such persons in transactions with BCLP
is required to be disclosed in annual reports distributed to BCLP's
Unitholders and filed with the Commission. These reports and other information
are available for inspection and copying at the public reference facilities of
the Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the regional offices of the Commission located in Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven World Trade
Center, Suite 1300, New York, New York 10048. Copies of this material may also
be obtained by mail, upon payment of the Commission's customary fees, from the
Commission's principal office at 450 Fifth Street. N.W., Washington, D.C.
20549. The Commission also maintains an Internet site on the World Wide Web at
http://www.sec.gov, which contains reports and other information. In addition,
such material should also be available for inspection at The New York Stock
Exchange, 20 Broad Street, New York, NY 10005.
Certain Recent Developments
On January 7, 1999, the NBA Board of Governors unanimously ratified the
principal terms of a new six-year collective bargaining agreement between the
NBA and the National Basketball Players Association ("NBPA") (the "New
Collective Bargaining Agreement"). The NBPA had ratified the principal terms
of the New Collective Bargaining Agreement on January 6, 1999. Execution of
the New Collective Bargaining Agreement will end the lockout of NBPA members
by the NBA, which had commenced on July 1, 1998.
NBA teams, including the Boston Celtics, have refunded amounts paid by
season ticket holders (plus interest at a 6% annual rate) for all home games
that were canceled as a result of the lockout. The Boston Celtics have
refunded amounts paid by season ticket holders for a total of 16 home games
(including two exhibition games) that were canceled due to the lockout through
December 31, 1998. To the extent that there are less than 27 regular season
home games played in the 1998-99 season, the Boston Celtics will be
responsible for refunding additional amounts paid by season ticket holders.
8. Certain Information Concerning Castle Creek
Castle Creek is a privately held Delaware limited partnership that was
formed on April 13, 1998 in connection with the Reorganization. Effective June
30, 1998, Castle Creek holds investments, including a 51.68667% limited
partnership interest in Celtics Basketball Holdings, which through Celtics
Basketball owns and operates the Team. The remaining 48.31233% limited
partnership interest in Celtics Basketball Holdings is owned by Celtics Pride,
an indirect subsidiary general partnership of BCLP.
12
<PAGE>
The 1% general partner of Castle Creek is Castle Creek Partners GP, Inc., a
wholly owned subsidiary of Celtics, Inc. Celtics, Inc. is a Delaware
corporation whose sole stockholder is Walcott Partners, L.P. ("Walcott"), an
affiliate of Paul Gaston, Don Gaston (father of Paul Gaston) and Paula Gaston
(mother of Paul Gaston), each of whom are directors of Castle Creek Partners
GP, Inc. and BCLP GP, Inc. On January 12, 1999, Castle Creek GP, Inc.'s board
of directors considered and approved the making of the Offer. The making of
the Offer is Castle Creek's responsibility.
The name, business address, citizenship, present principal occupation or
employment and five-year employment history of each of the directors and
executive officers of Castle Creek Partners GP, Inc. are set forth in Schedule
I to this Offer to Purchase.
Castle Creek currently owns 121,800 Units. 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. 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. Castle Creek is not subject to the
informational filing requirements of the Exchange Act.
Paul E. Gaston may be deemed to beneficially own 121,900 Units
(approximately 4.5% of the outstanding Units), of which 121,800 are owned
directly by Castle Creek and 100 are owned directly by Walcott. Don F. Gaston
and Paula B. Gaston may be deemed to beneficially own 200 Units (less than 1%
of the outstanding Units), 100 of which are owned directly by Don F. Gaston
and Paula B. Gaston and 100 of which are owned directly by Brookwood
Investments Limited Partnership, a partnership owned by Don F. and Paula B.
Gaston of which Don F. Gaston is the general partner.
Except as described in this Offer to Purchase (i) none of Castle Creek nor,
to the best of Castle Creek's knowledge, any of the persons listed in Schedule
I hereto, or any associate or majority-owned subsidiary of Castle Creek or any
of the persons so listed, beneficially owns or has any right to acquire
directly or indirectly any Units or has any contract, arrangement,
understanding or relationship with any other person with respect to any Units,
including, but not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any Units, joint
ventures, loan or option arrangements, puts or calls, guaranties of loans,
guaranties against loss, or the giving or withholding of proxies, and (ii)
none of Castle Creek nor to the best knowledge of Castle Creek, any of the
other persons referred to above, or any of the respective directors, executive
officers or subsidiaries of any of the foregoing, has effected any transaction
in the Units during the past 60 days.
9. Source and Amount of Funds
The total amount of funds required by Castle Creek to purchase the Units
will be approximately $7,310,000, plus any commissions payable to brokers
pursuant to the terms of the Offer. Castle Creek plans to use available cash
and proceeds from short term investments on hand for all funds needed for the
Offer. The Offer is not conditioned on obtaining financing.
10. Certain Transactions Between Castle Creek and BCLP
Castle Creek was formed in connection with the Reorganization, which is
described in Section 7 of this Offer to Purchase. Castle Creek and BCLP are
under common control. The directors and executive officers of Castle Creek
Partners GP, Inc., Castle Creek's general partner, are also directors and
executive officers of BCLP GP, Inc., BCLP's general partner.
11. Contacts With BCLP; Background of the Offer
On December 30, 1998, Castle Creek sent a letter to BCLP informing BCLP that
it was considering the Offer. Subsequently, BCLP provided certain information
to Castle Creek (at Castle Creek's expense) for inclusion in this Offer to
Purchase. On January 12, 1999, Castle Creek sent a letter to BCLP informing
BCLP that it was commencing the Offer on January 13, 1999.
13
<PAGE>
12. Purpose of the Offer
The purpose of the Offer is for Castle Creek to increase its equity interest
in BCLP for investment purposes. The purpose of the Offer is not for Castle
Creek to acquire or influence control of the business of BCLP, since an
affiliate of Castle Creek is already the general partner of BCLP. If Castle
Creek purchases 430,000 Units pursuant to the Offer, Castle Creek will be able
to prevent certain actions by BCLP's Unitholders that, pursuant to BCLP's
Agreement of Limited Partnership, require a vote of holders of at least 80% of
the outstanding Units. These actions include the removal of BCLP GP, Inc. as
BCLP's general partner.
13. Effects Of The Offer On The Market For Units; New York Stock Exchange,
Boston Stock Exchange and Exchange Act Registration
The purchase of Units by Castle Creek pursuant to the Offer will reduce the
number of Units that might otherwise trade publicly and the number of holders
of Units and could thereby adversely affect the liquidity and market value of
the remaining publicly held Units. Castle Creek believes that the Offer will
have no effect on the Units' eligibility for listing on the New York Stock
Exchange and the Boston Stock Exchange. The Units are currently registered
under the Exchange Act, and Castle Creek does not believe that the Offer will
allow BCLP to terminate its Exchange Act registration.
14. NBA Approval
The NBA is a joint venture, consisting of member teams, each of which
operates a professional basketball team in a major city of the United States
or Canada. Celtics Basketball, L.P., an indirect subsidiary limited
partnership of Castle Creek and BCLP, is a member of the NBA.
NBA members operate under the rules and regulations established by the NBA
Constitution and By-laws. The NBA Constitution imposes restrictions upon the
transfer of interests in NBA members. The acquisition of a 10% or greater
interest in a member team must be approved in advance by the NBA Board of
Governors. The acquisition of an interest of less than 10% but more than 5%
must be approved in advance by a committee appointed by the NBA commissioner.
Castle Creek's purchase of Units pursuant to the Offer would be considered an
acquisition of an interest in an NBA member, and Castle Creek plans to seek
the requisite NBA approval to purchase up to 430,000 Units pursuant to the
Offer as required by the NBA Constitution.
15. Fees And Expenses
Castle Creek has retained ChaseMellon Shareholder Services, L.L.C. to serve
as the Depositary and Information Agent in connection with the Offer.
ChaseMellon will receive reasonable and customary compensation for its
services and be reimbursed for certain reasonable out-of-pocket expenses.
Castle Creek has also agreed to indemnify ChaseMellon against certain
liabilities and expenses in connection with the Offer, including certain
liabilities under the federal securities laws.
Castle Creek will pay a commission of $0.25 per Unit tendered to each broker
who tenders Units pursuant to the Offer, but will not pay any other fees or
commissions to any broker or dealer or any other person for soliciting tenders
of Units pursuant to the Offer. Brokers, dealers, commercial banks, trust
companies and other nominees will, upon request, be reimbursed by Castle Creek
for customary mailing and handling expenses incurred by them in forwarding
materials to their customers.
16. Miscellaneous
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Units in any jurisdiction in which the making or
acceptance of the Offer would not be in compliance with the securities, blue
sky or other laws of such jurisdiction. Castle Creek may, in its discretion,
however, take such action as it may deem necessary to make the Offer in any
jurisdiction and extend the Offer to holders of Units in any such
jurisdiction.
14
<PAGE>
No person has been authorized to give any information or to make any
representation on behalf of Castle Creek not contained in this Offer to
Purchase or in the Letter of Transmittal and, if given or made, such
information or representation must not be relied upon as having been
authorized by Castle Creek. Neither the delivery of this Offer to Purchase nor
any purchase pursuant to the Offer will, under any circumstances, create any
implication that there has been no change in the affairs of Castle Creek or
BCLP since the date as of which information is furnished or the date of this
Offer to Purchase.
Castle Creek has filed with the Commission a Tender Offer Statement on
Schedule 14D-1, together with exhibits, pursuant to Rule 14d-3 under the
Exchange Act, furnishing certain additional information with respect to the
Offer. In addition, BCLP has filed with the Commission a
Solicitation/Recommendation Statement on Schedule 14D-9, together with
exhibits, pursuant to Rule 14d-9 under the Exchange Act, setting forth the
recommendations of the board of directors of BCLP GP, Inc., the general
partner of BCLP, with respect to the Offer and the reasons for such
recommendations and furnishing certain additional related information. These
Schedules and any amendments, including exhibits, may be inspected and copies
may be obtained from the Commission in the manner set forth in Section 7 of
this Offer to Purchase (except that they will not be available at the regional
offices of the Commission).
CASTLE CREEK PARTNERS, L.P.
By:Castle Creek Partners GP, Inc.
Its: General Partner
January 13, 1999.
15
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
CASTLE CREEK PARTNERS GP, INC.
The following table sets forth the name, principal occupation or employment
at the present time and during the last five years, and the name of any
corporation or other organization in which such employment is conducted or was
conducted, of each executive officer or director of Castle Creek Partners GP,
Inc., the general partner of Castle Creek. All of the persons listed below are
citizens of the United States of America. The business address of each person
listed below is c/o Castle Creek Partners GP, Inc., 151 Merrimac Street,
Boston, Massachusetts 02114.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Paul E. Gaston........... 42 Chairman of the Board
Richard G. Pond.......... 38 Executive Vice President, Chief Operating Officer,
Chief Financial Officer, Treasurer and Secretary
Don F. Gaston............ 64 Director
Paula B. Gaston.......... 64 Director
</TABLE>
Mr. Paul E. Gaston was named Chairman of the Board of Castle Creek GP upon
its formation. Mr. Gaston is the Chairman of the Board of Celtics, Inc., BCLP
GP, BCLP II GP and BCC, all affiliates of Castle Creek. He became Managing
Director of Walcott Partners L.P., a Gaston family partnership whose
investments include ownership of Celtics, Inc., upon Walcott's formation in
1992. Mr. Paul E. Gaston is the son of Don F. and Paula B. Gaston.
Mr. Pond was named Executive Vice President, Chief Operating Officer, Chief
Financial Officer, Treasurer, and Secretary of Castle Creek GP upon its
formation. Mr. Pond has been employed by Celtics Inc. since July 1992. He was
named the Vice President, Controller and Secretary of Celtics, Inc. in
December 1992. Effective July 1, 1996, Mr. Pond assumed his responsibilities
as Executive Vice President, Chief Financial Officer and Treasurer of Celtics,
Inc., and effective July 1, 1997, he was named the Executive Vice President,
Chief Operating Officer, Chief Financial Officer and, Treasurer, of Celtics,
Inc. From July 1981 to June 1992, he was with the international accounting
firm of Ernst & Young LLP, most recently as a senior audit manager.
Mr. Don F. Gaston was named Director of Castle Creek GP upon its formation.
Mr. Gaston is a director of Celtics, Inc., BCLP GP, BCLP II GP and BCC. He was
Chairman of the Board of BCLP and CLP until his resignations in December 1992
and September 1993, respectively, at which times he was succeeded in each of
these positions by his son, Paul E. Gaston. Mr. Gaston is the husband and
father respectively, of Paula B. Gaston and Paul E. Gaston.
Mrs. Paula B. Gaston became a Director of Castle Creek GP upon its
formation. Mrs. Gaston is a director of Celtics, Inc., BCLP GP, BCLP II GP and
BCC. She is a private investor and is the wife of Mr. Don F. Gaston and the
mother of Paul E. Gaston.
16
<PAGE>
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. Letters of Transmittal and Unit Certificates should be sent or
delivered by each Unitholder of BCLP or his broker, dealer, commercial bank or
trust company to the Depositary at one of its addresses set forth below:
By Mail: By Hand:
P.O. Box 3301 120 Broadway--13th Floor
South Hackensack, NJ 07606 New York, NY 10271
Attn: Reorganization Department Attn: Reorganization Department
By Overnight Courier:
Overpeck Centre
85 Challenger Road--Mail Stop: Reorg
Ridgefield Park, NJ 07660
By Facsimile Transmission: Confirm by Telephone:
(For Eligible Institutions Only)
(201) 296-4293 (201) 296-4860
Any questions, requests for assistance or requests for additional copies of
this Offer to Purchase and the Letter of Transmittal may be directed to Castle
Creek at its address and telephone numbers set forth below. Inquiries by banks
and brokers may be directed to the Information Agent. Unitholders may also
contact their brokers, dealers, commercial banks or trust companies for
assistance concerning the Offer.
Banks and Brokers, please call:
ChaseMellon Shareholder Services, L.L.C.
(800) 953-2497
For questions, assistance or additional copies of these materials, please
contact:
Castle Creek Partners, L.P.
151 Merrimac Street
Boston, MA 02114
(617) 854-8065
17
<PAGE>
Letter of Transmittal
To Tender Limited Partnership Units
of
Boston Celtics Limited Partnership
at
$17.00 Net Per Unit
Pursuant to the Offer to Purchase
Dated January 13, 1999
of
Castle Creek Partners, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON MONDAY, MARCH 1, 1999, UNLESS THE OFFER IS EXTENDED.
The Depositary/Information Agent for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By Mail: By Hand:
P.O. Box 3301 120 Broadway--13th Floor
South Hackensack, NJ 07606 New York, NY 10271
Attn: Reorganization Department Attn: Reorganization Department
By Overnight Courier:
Overpeck Centre
85 Challenger Road--Mail Stop: Reorg
Ridgefield Park, NJ 07660
By Facsimile Transmission: Confirm by Telephone:
(For Eligible Institutions Only)
(201) 296-4293 (201) 296-4860
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR, WITH SIGNATURE
GUARANTEE IF REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
SEE INSTRUCTION 1.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<PAGE>
This Letter of Transmittal is to be used either if certificates are to be
forwarded herewith or, unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, if delivery is to be made by book-entry transfer to the
account maintained by the Depositary at The Depository Trust Company pursuant
to the procedures set forth in Section 2 of the Offer to Purchase. Unitholders
whose certificates are not immediately available or who cannot deliver their
certificates or deliver confirmation of the book-entry transfer of their Units
(as defined below) into the Depositary's account at The Depository Trust
Company ("Book-Entry Confirmation") and all other documents required hereby to
the Depositary on or prior to the Expiration Date (as defined in the Offer to
Purchase) must tender their Units according to the guaranteed delivery
procedures set forth in Section 2 of the Offer to Purchase. See Instruction 2.
Delivery of documents to The Depository Trust Company does not constitute
delivery to the Depositary.
[_]CHECK HERE IF TENDERED UNITS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITORY TRUST
COMPANY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
[_]CHECK HERE IF TENDERED UNITS ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s): ____________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution that Guaranteed Delivery: ______________________________
If Delivered by Book-Entry Transfer:
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
<PAGE>
DESCRIPTION OF UNITS TENDERED
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and Address(s) of
Registered Holder(s) Unit Certificate(s) and Unit(s) Tendered
(please fill in) (Attach additional list if necessary)
- --------------------------------------------------------------------------------
Total Number
Unit of Units Number
Certificate Represented by of Units
Number(s)* Certificate(s) Tendered**
-------------------------------------------------
<S> <C> <C> <C>
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
Total Units
- --------------------------------------------------------------------------------
</TABLE>
* Need not be completed by Unitholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Units being
delivered to the Depositary are being tendered. See Instruction 4.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS.
Ladies and Gentlemen:
The undersigned hereby tenders to Castle Creek Partners, L.P., a Delaware
limited partnership (the "Purchaser"), the above described limited partnership
units (the "Units") of Boston Celtics Limited Partnership, a Delaware limited
partnership ("BCLP"), pursuant to Purchaser's offer to purchase up to 430,000
outstanding Units upon, and subject to, the terms set forth in the Offer to
Purchase dated January 13, 1999 (the "Offer to Purchase"), receipt of which is
hereby acknowledged, and in this Letter of Transmittal (which together
constitute the "Offer"), at the purchase price of $17.00 per Unit, net to the
tendering Unitholder in cash.
Subject to, and effective upon, acceptance for payment of the Units tendered
herewith in accordance with the terms of the Offer, the undersigned hereby
sells, assigns and transfers to, or upon the order of, Purchaser all right,
title and interest in and to all the Units that are being tendered hereby (and
any and all other Units or other securities issued or issuable in respect
thereof on or after January 14, 1999) and irrevocably constitutes and appoints
the Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Units (and any such other Units or
securities) with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (a) deliver
certificates for such Units (and any such other Units or securities), or
transfer ownership of such Units (and any such other Units or securities) on
the account books maintained by The Depository Trust Company, together in
either such case with all accompanying evidences of transfer and authenticity,
to or upon the order of Purchaser upon receipt by the Depositary, as the
undersigned's agent, of the purchase price (adjusted, if appropriate, as
provided in the Offer to Purchase), (b) present such Units (and any such other
Units or securities) for transfer on the books of BCLP and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Units (and any such other Units or securities), all in accordance with the
terms of the Offer.
The undersigned hereby irrevocably appoints each designee of Purchaser as
the attorney-in-fact and proxy of the undersigned, each with full power of
substitution, to vote in such manner as each such attorney and proxy or his
substitute shall in his sole discretion deem proper, and otherwise act
(including pursuant to written consent) with respect to all the Units tendered
hereby that have been accepted for payment by Purchaser prior to the time of
such vote or action (and any and all other Units or securities issued or
issuable in respect thereof on or after
<PAGE>
January 14, 1999) that the undersigned is entitled to vote at any meeting of
Unitholders (whether or not an adjourned meeting) of BCLP, or consent in lieu
of any such meeting, or otherwise. This proxy is coupled with an interest in
BCLP and in the Units and is irrevocable and is granted in consideration of,
and is effective upon, the deposit by Purchaser with the Depositary of the
purchase price for such Units in accordance with the terms of the Offer. Such
acceptance for payment shall revoke all prior proxies granted by the
undersigned at any time with respect to such Units (and any such other Units
or other securities) and no subsequent proxies will be given (and if given
will be deemed not to be effective) with respect thereto by the undersigned.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Units tendered
hereby (and any and all other Units or other securities issued or issuable in
respect thereof on or after January 14, 1999) and that, when the same are
accepted for payment by Purchaser, Purchaser will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances, and the same will not be subject to any adverse claim. The
undersigned, upon request, will execute and deliver any additional documents
deemed by the Depositary or Purchaser to be necessary or desirable to complete
the sale, assignment and transfer of the Units tendered hereby (and any and
all such other Units or other securities).
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by, and shall survive, the death or
incapacity of the undersigned and any obligation of the undersigned hereunder
shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned. Except as stated
in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that tenders of Units pursuant to any one of the
procedures described in Section 2 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the
undersigned and Purchaser upon the terms of the Offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price or any certificates for Units
not tendered or accepted for payment in the name(s) of the undersigned.
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price or return any certificates for
Units not tendered or accepted for payment (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature. In the event that both the Special Delivery Instructions and the
Special Payment Instructions are completed, please issue the check for the
purchase price or any certificates for Units not tendered or accepted for
payment in the name of, and deliver such check or return such certificates to,
the person or persons so indicated. The undersigned recognizes that Purchaser
has no obligation pursuant to the Special Payment Instructions to transfer any
Units from the name of the registered holder thereof if Purchaser does not
accept for payment any of the Units so tendered.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for payment of any tender of Units will be determined
by Purchaser in its sole discretion, which determination will be final and
binding. Purchaser reserves the absolute right to reject any or all tenders of
any Units that it determines are not in proper form or the acceptance for
payment of or payment for which may, in the opinion of Purchaser's counsel, be
unlawful. Purchaser also reserves the absolute right to waive any defect or
irregularity in the tender of any Units with respect to any particular
Unitholder, whether or not similar defects or irregularities are waived in the
case of other Unitholders. None of Purchaser, the Depositary or any other
person will be under any duty to give notice of any defects or irregularities
in tenders or incur any liability for failure to give any such notice.
Purchaser's interpretation of the terms of the Offer (including this Letter of
Transmittal and the instructions hereto) will be final and binding.
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 4, 5, 6 AND 7)
To be completed ONLY if certifi- To be completed ONLY if certifi-
cates for Units not tendered or cates for Units not tendered or
not purchased and/or the check not purchased and/or the check
for the purchase price of Units for the purchase price of Units
purchased are to be issued in purchased are to be sent to
the name of someone other than someone other than the under-
the undersigned. signed, or to the undersigned at
an address other than that shown
above.
Issue check and/or certificate Send check and/or certificate
to: to:
Name Name
---------------------------- ----------------------------
(Please Print) (Please Print)
Address Address
------------------------- ---------------------------
--------------------------------- -----------------------------------
(Including Zip Code) (Including Zip Code)
--------------------------------- ---------------------------------
(Employer Identification or Social (Employer Identification or Social
Security Number) Security Number)
---------------------------------
(Account Number)
<PAGE>
SIGN HERE
(Complete Substitute Form W-9 on Reverse)
X _________________________________________________________________________
X _________________________________________________________________________
(Signature(s) of Owner(s))
Dated: , 1999
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Unit certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, agent, officer of a corporation
or other person acting in a fiduciary or representative capacity, please
provide the following information. See Instructions 1 and 5.)
Name(s) ___________________________________________________________________
___________________________________________________________________________
(Please Print)
Capacity (Full Title) _____________________________________________________
(See Instruction 5)
Address ___________________________________________________________________
___________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number ( ) ______________________________
Employer Identification or Social Security Number _________________________
(Complete Substitute Form W-9 on Reverse)
GUARANTEE OF SIGNATURE(S)
(If Required--See Instructions 1 and 5)
Authorized Signature ______________________________________________________
Name ______________________________________________________________________
(Please Print)
Title _____________________________________________________________________
Name of Firm ______________________________________________________________
Address ___________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number ( ) _____________________________
Dated: , 1999
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required (i) if this Letter of Transmittal is signed by the
registered holder of the Units (which term, for purposes of this document,
shall include any participant in The Depository Trust Company whose name
appears on a security position listing as the owner of Units) tendered
herewith, unless such holder has completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment Instructions" on
the reverse hereof, or (ii) if such Units are tendered for the account of a
bank, broker, dealer, credit union, savings association or other entity that
is a member in good standing of the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program (each an "Eligible Institution"). In all
other cases, all signatures on this Letter of Transmittal must be guaranteed
by an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates. This Letter of
Transmittal is to be completed by Unitholders either if certificates are to be
forwarded herewith or if tenders of Units are to be made pursuant to the
procedures for delivery by book-entry transfer set forth in Section 2 of the
Offer to Purchase. Certificates for all physically tendered Units, or any
Book-Entry Confirmation of Units, as the case may be, as well as a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
unless an Agent's Message (as defined in the Offer to Purchase) is utilized,
and any other documents required by this Letter of Transmittal, must be
received by the Depositary at one of its addresses set forth herein on or
prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase). Unitholders whose certificates for Units are not immediately
available or who cannot deliver their certificates and all other required
documents to the Depositary on or prior to the Expiration Date may tender
their Units by properly completing and duly executing the Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedure set forth in Section 2
of the Offer to Purchase. Pursuant to such procedure, (i) such tender must be
made by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser, must be received by the Depositary prior to the Expiration Date,
and (iii) the certificates for all physically tendered Units or Book-Entry
Confirmation of Units, as the case may be, together with a properly completed
and duly executed Letter of Transmittal (or facsimile thereof), unless an
Agent's Message is utilized, and any other documents required by this Letter
of Transmittal, must be received by the Depositary within three New York Stock
Exchange trading days after the date of execution of such Notice of Guaranteed
Delivery, all as provided in Section 2 of the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR
UNITS AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE
DEPOSITORY TRUST COMPANY, IS AT THE OPTION AND RISK OF THE TENDERING
UNITHOLDER AND, EXCEPT AS OTHERWISE PROVIDED IN THIS INSTRUCTION 2, THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Units will be purchased. All tendering Unitholders, by execution of
this Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of the acceptance of their Units for payment.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Units should be listed on a separate
signed schedule attached hereto.
4. Partial Tenders. (Not applicable to Unitholders who tender by book-entry
transfer.) If fewer than all the Units evidenced by any certificate submitted
are to be tendered, fill in the number of Units which are to be tendered in
the box entitled "Number of Units Tendered." In such case, new certificate(s)
for the remainder of
<PAGE>
the Units that were evidenced by your old certificate(s) will be sent to you,
unless otherwise provided in the appropriate box on this Letter of
Transmittal, as soon as practicable after the Expiration Date. All Units
represented by certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal, Powers and Endorsements. If this
Letter of Transmittal is signed by the registered holder(s) of the Units
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or
any change whatsoever.
If any of the Units tendered hereby are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Units are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or powers are signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory
to Purchaser of such person's authority to so act must be submitted.
When this Letter of Transmittal is signed by the registered owner(s) of the
Units listed and transmitted hereby, no endorsements of certificates or
separate powers are required unless payment or certificates for Units not
tendered or purchased are to be issued to a person other than the registered
owner(s). Signatures on such certificates or powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Units listed, the certificates must be endorsed or
accompanied by appropriate powers, in either case signed exactly as the name
or names of the registered owner or owners appear on the certificates.
Signatures on such certificates or powers must be guaranteed by an Eligible
Institution.
6. Transfer Taxes. Except as set forth in this Instruction 6, Purchaser will
pay or cause to be paid any transfer taxes with respect to the transfer and
sale of purchased Units to it or its order pursuant to the Offer. If payment
of the purchase price is to be made to, or if certificates for Units not
tendered or purchased are to be registered in the name of, any person other
than the registered holder, or if tendered certificates are registered in the
name of any person other than the person(s) signing this Letter of
Transmittal, the amount of any transfer taxes (whether imposed on the
registered holder or such person) payable on account of the transfer to such
person will be deducted from the purchase price unless satisfactory evidence
of the payment of such taxes or exemption therefrom is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. Special Payment and Delivery Instructions. If a check or certificates for
unpurchased Units are to be issued in the name of a person other than the
signer of this Letter of Transmittal or if a check is to be sent or such
certificates are to be returned to someone other than the signer of this
Letter of Transmittal or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed.
Unitholders tendering Units by book-entry transfer may request that Units not
purchased be credited to such account maintained at The Depository Trust
Company as such Unitholder may designate hereon. If no such instructions are
given, such Units not purchased will be returned by crediting the account at
The Depository Trust Company designated above.
<PAGE>
8. Requests for Assistance or Additional Copies. Requests for assistance and
requests for additional copies of the Offer to Purchase, this Letter of
Transmittal and the Notice of Guaranteed Delivery may be directed to Castle
Creek. Additional materials may also be obtained from your broker, dealer,
commercial bank or trust company.
9. Substitute Form W-9. The tendering Unitholder is required to provide the
Depositary with a correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9 which is provided under "Important Tax Information" below, and to
certify whether the Unitholder is subject to backup withholding of Federal
income tax. If a tendering Unitholder is subject to backup withholding, the
Unitholder must cross out item (2) of the Certification box of the Substitute
Form W-9. Failure to provide the information on the Substitute Form W-9 may
subject the tendering Unitholder to 31% Federal income tax withholding on the
payment of the purchase price. If the tendering Unitholder has not been issued
a TIN and has applied for a number or intends to apply for a number in the
near future, he or she should write "Applied For" in the space provided for
the TIN in Part I, and sign and date the Substitute Form W-9. If "Applied For"
is written in Part I, the Depositary will withhold 31% on all payments of the
purchase price, but such withholdings will be refunded if the tendering
Unitholder provides a TIN within 60 days.
10. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing Units has been lost, destroyed or stolen, the Unitholder should
promptly notify the Depositary. The Unitholder will then be instructed as to
the steps that must be taken in order to replace the certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost or destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER
WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER
REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE
EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under Federal income tax law, a Unitholder whose tendered Units are accepted
for payment is required to provide the Depositary with such Unitholder's
correct TIN on Substitute Form W-9 below. If such Unitholder is an individual,
the TIN is his or her social security number. If a tendering Unitholder is
subject to backup withholding, he or she must cross out item (2) of the
Certification box on the Substitute Form W-9. If the Depositary is not
provided with the correct TIN, the Unitholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made
to such Unitholder with respect to Units purchased pursuant to the Offer may
be subject to backup withholding.
Certain Unitholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that Unitholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements may be
obtained from the Depositary. Exempt Unitholders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 below and sign, date and return the Substitute Form W-9 to
the Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the Unitholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will
be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.
<PAGE>
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a Unitholder with
respect to Units purchased pursuant to the Offer, the Unitholder is required
to notify the Depositary of his or her correct TIN by completing the form
below certifying that the TIN provided on the Substitute Form W-9 is correct
(or that such Unitholder is awaiting a TIN).
WHAT NUMBER TO GIVE THE DEPOSITARY
The Unitholder is required to give the Depositary the social security number
or employer identification number of the record owner of the Units. If the
Units are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidelines on which number to
report. If the tendering Unitholder has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future, the
Unitholder should write "Applied For" in the space provided for the TIN in
Part I, and sign and date the Substitute Form W-9. If "Applied For" is written
in Part I, the Depositary will withhold 31% on all payments of the purchase
price, but such withholdings will be refunded if the tendering Unitholder
provides a TIN within 60 days.
<PAGE>
PAYOR'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
- -------------------------------------------------------------------------------
PART I--Please provide -------------------------
SUBSTITUTE your TIN in the box at
Form W-9 right and certify by Social Security Number
Department of signing and dating be- or Employer
the Treasury low. Identification Number
Internal (if awaiting TIN write
Revenue Service "Applied For")
-----------------------------------------------------
PART II--For Payees exempt from backup
withholding, see the attached Guidelines for
Certification of Taxpayer Identification Number on
Substitute Form W-9 and complete as instructed
therein.
-----------------------------------------------------
Certification--Under penalties of perjury, I
certify that:
(1) The number shown on this form is my correct
Taxpayer Identification Number (or a Taxpayer
Identification Number has not been issued to
me) and either (a) I have mailed or delivered
an application to receive a Taxpayer
Identification Number to the appropriate
Internal Revenue Service ("IRS") or Social
Security Administration office or (b) I intend
to mail or deliver an application in the near
future. (I understand that if I do not provide
a Taxpayer Identification Number to the
Depository, 31% of all reportable payments
made to me will be withheld, but will be
refunded if I provided a certified Taxpayer
Identification Number within 60 days); and
Payor's Request for (2) I am not subject to backup withholding either
Taxpayer Identification because I have not been notified by the IRS
Number ("TIN") that I am subject to backup withholding as a
result of a failure to report all interest or
dividends, or the IRS has notified me that I
am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out
item (2) above if you have been notified by the
IRS that you are subject to backup withholding
because of underreporting interest or dividends on
your tax return. However, if after being notified
by the IRS that you were subject to backup
withholding you received another notification from
the IRS that you are no longer subject to backup
withholding, do not cross out item (2). (Also see
instructions in the enclosed Guidelines.)
Signature ___________________________ Date: ______
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
<PAGE>
Banks and brokers should call:
ChaseMellon Shareholder Services, L.L.C.
at
(800) 953-2497
For additional information about the Offer, or for additional copies of the
Offer to
Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery,
please contact:
Castle Creek Partners, L.P.
151 Merrimac Street, Boston, MA 02114
(617) 854-8065
<PAGE>
Notice of Guaranteed Delivery
for
Tender of Limited Partnership Units
of
Boston Celtics Limited Partnership
to
Castle Creek Partners, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON MONDAY, MARCH 1, 1999, UNLESS THE OFFER IS EXTENDED.
This form, or one substantially equivalent hereto, must be used to accept
the Offer (as defined below) if certificates representing limited partnership
units (each, a "Unit") of Boston Celtics Limited Partnership, a Delaware
limited partnership ("BCLP"), are not immediately available, if the procedure
for Book-Entry transfer cannot be completed on a timely basis, or if time will
not permit all required documents to reach the Depositary (as defined in the
Offer to Purchase) prior to the Expiration Date (as defined in the Offer to
Purchase). This form may be delivered by hand or transmitted by telegram,
facsimile transmission or mail to the Depositary. See Section 2 of the Offer
to Purchase.
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By Mail: By Hand:
P.O. Box 3301 120 Broadway--13th Floor
South Hackensack, NJ 07606 New York, NY 10271
Attn: Reorganization Department Attn: Reorganization Department
By Overnight Courier:
Overpeck Centre
85 Challenger Road--Mail Stop: Reorg
Ridgefield Park, NJ 07660
By Facsimile Transmission: Confirm by Telephone:
(For Eligible Institutions Only)
(201) 296-4293 (201) 296-4860
Banks and Brokers, please call:
ChaseMellon Shareholder Services, L.L.C.
(800) 953-2497
For questions, assistance or additional copies of these materials, please
contact:
Castle Creek Partners, L.P.
151 Merrimac Street
Boston, MA 02114
(617) 854-8065
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Castle Creek Partners, L.P., a Delaware
limited partnership, upon, and subject to, the terms set forth in the Offer to
Purchase dated January 13, 1999 and the related Letter of Transmittal (which
together constitute the "Offer"), receipt of which is hereby acknowledged, the
number of Units indicated below pursuant to the guaranteed delivery procedures
set forth in Section 2 of the Offer to Purchase.
Certificate No(s). (if available): ____________________________________________
Number of Units: ______________________________________________________________
Check box if Units will be tendered by book-entry transfer at:
[_] The Depository Trust Company
Account Number: _______________________________________________________________
Dated: ________________________, 1999
Name(s) of Record Holder(s): __________________________________________________
(Please Type or Print)
Address(es): __________________________________________________________________
Zip Code
Area Code and Tel. No.: _______________________________________________________
Signature(s): _________________________________________________________________
2
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program, the New York Stock Exchange Medallion Signature
Guarantee Program or the Stock Exchange Medallion Program, (a) represents
that the above named person(s) "own(s)" the Units tendered hereby within the
meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), (b) represents that such tender of Units
complies with Rule 14e-4 under the Exchange Act, and (c) guarantees delivery
to the Depositary, at one of its addresses set forth above, of certificates
representing the Units tendered hereby in proper form for transfer, or
confirmation of book-entry transfer of such Units into the Depositary's
accounts at The Depository Trust Company with delivery of a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
and any other required documents, within three New York Stock Exchange
trading days after the date hereof.
Name of Firm: ______________________ ____________________________________
Authorized Signature
____________________________________
Title
Address: ___________________________ Name: ______________________________
Please Type or Print
_____________________________________ Title: _____________________________
Zip Code
Area Code and
Telephone Number: __________________ Dated: _____________________________
NOTE: DO NOT SEND UNIT CERTIFICATES WITH THIS NOTICE. UNIT CERTIFICATES SHOULD
BE SENT WITH YOUR LETTER OF TRANSMITTAL.
3
<PAGE>
Offer to Purchase for Cash
Up to 430,000 Outstanding Limited Partnership Units
of
Boston Celtics Limited Partnership
at
$17.00 Net Per Unit
by
Castle Creek Partners, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON MONDAY, MARCH 1, 1999 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS
EXTENDED.
January 13, 1999
To Brokers, Dealers, Commercial Banks, Trust Companies And Other Nominees:
Castle Creek Partners, L.P., a Delaware limited partnership (the
"Purchaser"), is offering to purchase up to 430,000 outstanding limited
partnership units (each, a "Unit") of Boston Celtics Limited Partnership, a
Delaware limited partnership ("BCLP"), at $17.00 per Unit, net to the seller
in cash, upon and subject to the terms set forth in Purchaser's Offer to
Purchase dated January 13, 1999 (the "Offer to Purchase") and the related
Letter of Transmittal (which together constitute the "Offer").
IF MORE THAN 430,000 UNITS ARE VALIDLY TENDERED AND NOT WITHDRAWN, THE
PURCHASER WILL ACCEPT FOR PURCHASE UP TO 430,000 UNITS OF THE TENDERED UNITS,
ON A PRO RATA BASIS, SUBJECT TO THE TERMS OF THE OFFER TO PURCHASE.
For your information and for forwarding to your clients for whom you hold
Units registered in your name or in the name of your nominee, or who hold
Units registered in their own names, we are enclosing the following documents:
1. Offer to Purchase dated January 13, 1999;
2. Letter of Transmittal to tender Units for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal
may be used to tender Units;
3. Letter to Clients, which may be sent to your clients for whose account
you hold Units in your name or in the name of your nominees, with space
provided for obtaining such clients' instructions with regard to the Offer;
4. Notice of Guaranteed Delivery, to be used to accept the Offer if
certificates for Units are not immediately available or time will not
permit all required documents to reach the Depositary prior to the
Expiration Date (as defined in the Offer to Purchase) or if the procedures
for book-entry transfer, as set forth in the Offer to Purchase, cannot be
completed on a timely basis;
5. BCLP's Solicitation/Recommendation Statement on Schedule 14D-9;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to ChaseMellon Shareholder Services, L.L.C.,
as Depositary.
<PAGE>
Upon the terms of the Offer, Purchaser will purchase, by accepting for
payment, and will pay for, up to 430,000 Units validly tendered on or prior to
the Expiration Date promptly after the Expiration Date. For purposes of the
Offer, Purchaser will be deemed to have accepted for payment, and thereby
purchased, tendered Units if, as and when Purchaser gives oral or written
notice to the Depositary of Purchaser's acceptance of such Units for payment.
In all cases, payment for Units accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (i) certificates
for Units or timely confirmation of a book-entry transfer of such Units, if
such procedure is available, into the Depositary's account at The Depository
Trust Company (as defined in the Offer to Purchase) pursuant to the procedures
set forth in Section 2 of the Offer to Purchase, (ii) the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, or
an Agent's Message (as defined in the Offer to Purchase) and (iii) any other
documents required by the Letter of Transmittal. If more than 430,000 Units
are validly tendered and not withdrawn prior to the Expiration Date,
Purchaser, upon the terms of the Offer, will accept payment for 430,000 of the
tendered Units on a pro rata basis with any appropriate adjustments to avoid
tenders of fractional Units.
Purchaser will pay a commission of $0.25 per Unit tendered to each broker
who validly tenders Units pursuant to the Offer, and will pay fees to the
Depositary (which are described in the Offer to Purchaser) in connection with
the solicitation of tenders of Units pursuant to the Offer. Purchaser will,
upon request, reimburse you for customary mailing and handling expenses
incurred by you in forwarding the enclosed materials to your clients.
Purchaser will pay or cause to be paid any stock transfer taxes payable on
the transfer of Units to it, except as otherwise provided in Instruction 6 of
the enclosed Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON MONDAY, MARCH 1, 1999, UNLESS THE OFFER IS
EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be
sent to the Depositary and certificates representing the tendered Units should
be delivered, or such Units should be tendered by book-entry transfer, all in
accordance with the instructions set forth in the Letter of Transmittal and
the Offer to Purchase.
If holders of Units wish to tender, but it is impracticable for them to
forward their certificates or other required documents prior to the expiration
of the Offer, a tender may be effected by following the guaranteed delivery
procedures specified under Section 2 in the Offer to Purchase.
Any inquiries you may have with respect to the Offer, or requests for
additional copies of the enclosed materials, should be addressed to the
Information Agent at the address and telephone number set forth on the back
cover page of the enclosed Offer to Purchase.
Very truly yours,
Castle Creek Partners, L.P.
By:Castle Creek Partners GP, Inc.
Its:General Partner
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY PERSON AS AN AGENT OF PURCHASER OR THE DEPOSITARY OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF
OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED AND THE STATEMENTS CONTAINED THEREIN.
2
<PAGE>
Offer to Purchase for Cash
Up to 430,000 Outstanding Limited Partnership Units
of
Boston Celtics Limited Partnership
at
$17.00 Net Per Unit
by
Castle Creek Partners, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON MONDAY, MARCH 1, 1999, UNLESS THE OFFER IS EXTENDED.
January 13, 1999
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated January 13,
1999 and the related Letter of Transmittal (which together constitute the
"Offer") relating to an offer by Castle Creek Partners, L.P., a Delaware
limited partnership (the "Purchaser"), to purchase up to 430,000 limited
partnership units (each, a "Unit") of Boston Celtics Limited Partnership, a
Delaware limited partnership ("BCLP"), at a purchase price of $17.00 per Unit,
net to the tendering Unitholder in cash, upon, and subject to, the terms set
forth in the Offer. We are the holder of record of Units held by us for your
account. The Letter of Transmittal is furnished to you for your information
only and cannot be used by you to tender Units. A tender for such Units can be
made only by us as the holder of record and pursuant to your instructions.
We request instructions as to whether you wish to tender any or all of such
Units held by us for your account, pursuant to the terms set forth in the
Offer.
Your attention is directed to the following:
1. The tender price is $17.00 per Unit, net to the tendering Unitholder
in cash.
2. The Offer is being made for up to 430,000 Units. If more than 430,000
Units are validly tendered and not withdrawn, the Purchaser will purchase
up to 430,000 of the tendered Units on a pro rata basis.
3. The Board of Directors of BCLP GP, Inc., BCLP's general partner, is
unable to take a position with respect to the Offer due to conflicts of
interest, which are described in its Solicitation/Recommendation Statement
on Schedule 14D-9.
4. The Offer and withdrawal rights will expire at 5:00 p.m., New York
City time, on Monday, March 1, 1999, unless extended.
5. Unitholders who tender Units will not be obligated to pay brokerage
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Units by Purchaser pursuant
to the Offer.
If you wish to have us tender any or all of your Units, please complete,
sign and return the form set forth on the reverse side of this letter. Your
instructions to us should be forwarded in ample time to permit us to submit a
tender on your behalf prior to the expiration of the Offer.
<PAGE>
Instructions With Respect to the Offer
to Purchase for Cash Up to 430,000 Outstanding Limited Partnership Units
of
Boston Celtics Limited Partnership
at
$17.00 Net Per Unit
by
Castle Creek Partners, L.P.
The undersigned acknowledge(s) receipt of your letter enclosing the Offer to
Purchase, dated January 13, 1999, of Castle Creek Partners, L.P., a Delaware
limited partnership (the "Purchaser"), and the related Letter of Transmittal,
relating to limited partnership units (each, a "Unit") of Boston Celtics
Limited Partnership, a Delaware limited partnership.
This will instruct you to tender to Purchaser the number of Units indicated
below held by you for the account of the undersigned, on the terms set forth
in the Offer to Purchase and Letter of Transmittal.
NUMBER OF UNITS TO BE TENDERED: SIGN HERE
_________ UNITS ____________________________________
_____________________________________
Signature(s)
_____________________________________
Account Number: _____________________ _____________________________________
Please print name(s) and address(es)
here
Dated: ________________________, 1999
_____________________________________
Employer Identification or Social
Security Number
- --------
* Unless otherwise indicated, it will be assumed that all of your Units held
by us for your account are to be tendered.
2
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payer.-- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the
number to give the payer.
- ----------------------------------- -----------------------------------
<TABLE>
<CAPTION>
Give the
SOCIAL SECURITY
For this type of account: number of--
- --------------------------------------------
<S> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner
(joint account) of the account
or, if combined
funds, any one
of the
individuals(1)
3. Husband and wife (joint The actual owner
account) of the account
or, if joint
funds, either
person(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if
account) the minor is the
only
contributor, the
minor(1)
6. Account in the name of The ward, minor,
guardian or committee or incompetent
for a designated ward, person(3)
minor, or incompetent
person
7.a The usual revocable The grantor-
savings trust account trustee(1)
(grantor is also
trustee)
b So-called trust account The actual
that is not a legal or owner(1)
valid trust under State
law
8. Sole proprietorship The owner(4)
account
- --------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Give the EMPLOYER
IDENTIFICATION
For this type of account: number of--
---
<S> <C>
9. A valid trust, estate, The legal entity
or pension trust (Do not furnish
the identifying
number of the
personal
representative
or trustee
unless the legal
entity itself is
not designated
in the account
title)(5)
10. Corporate account The corporation
11. Religious, charitable, The organization
or educational
organization
12. Partnership account The partnership
held in the name of the
business
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or
nominee nominee
15. Account with the The public
Department of entity
Agriculture in the name
of a public entity
(such as a State or
local government,
school district, or
prison) that receives
agricultural program
payments
---
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for an Employer Identification Number, at the local
office of the Social Security Administration or the Internal Revenue Service
and apply for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments include
the following:
. A corporation.
. A financial institution.
. An organization exempt from tax under Section 501(a), or an individual
retirement plan.
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
. An international organization or any agency, or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under Section 584(a).
. An exempt charitable remainder trust, or a non-exempt trust described in
Section 4947(a)(1).
. An entity registered at all times under the Investment Company Act of
1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under Section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
Section 852).
. Payments described in Section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under Section 1451.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT
TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS,
ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Sections 6041, 6041A(a),
6045, and 6050A.
Privacy Act Notice.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish
a taxpayer identification number to a payer. Certain penalties may also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number.--If you
fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due
to reasonable cause and not to willful neglect.
(2) Failure to Report Certain Dividend and Interest Payments.--If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
underpayment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) Civil Penalty for False Information With Respect To Withholding.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) Criminal Penalty for Falsifying Information.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE>
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Units. The Offer is made solely by the Offer to Purchase dated January
13, 1999, and the related Letter of Transmittal and is not being made to (nor
will tenders be accepted from or on behalf of) holders of Units in any
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
Up to 430,000 Limited Partnership Units
of
Boston Celtics
Limited Partnership
at
$17.00 Net Per Unit
by
Castle Creek Partners, L.P.
Castle Creek Partners, L.P., a Delaware limited partnership (the
"Purchaser"), is offering to purchase up to 430,000 outstanding Units (the
"Units") of Boston Celtics Limited Partnership, a Delaware limited partnership
("BCLP"), at $17.00 per Unit, net to the tendering Unitholder in cash, upon the
terms set forth in the Offer to Purchase dated January 13, 1999 and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer").
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON MONDAY, MARCH 1, 1999, UNLESS EXTENDED.
- --------------------------------------------------------------------------------
The Board of Directors of BCLP GP, Inc., BCLP's general partner, is unable
to take a position with respect to the Offer because of conflicts of interest,
which are described in the Offer to Purchase. The purpose of the Offer is not
for Castle Creek to acquire or influence control of the business of BCLP, since
an affiliate of the Purchaser is already the general partner of BCLP. If Castle
Creek purchases 430,000 Units pursuant to the Offer, however, Castle Creek will
be able to prevent certain actions by BCLP's Unitholders that, pursuant to
BCLP's Agreement of Limited Partnership, require a vote of holders of at least
80% of the outstanding Units.
For purposes of the Offer, the Purchaser shall be deemed to have accepted
for payment, and thereby purchased, Units properly tendered to the Purchaser and
not properly withdrawn as, if and when the Purchaser gives oral or written
notice to ChaseMellon Shareholder Services (in this capacity, the "Depositary")
of the Purchaser's acceptance for payment of such Units. In all cases, payment
for Units purchased pursuant to the Offer will be made only after timely receipt
by the Depositary of (a) certificates for such Units or timely confirmation of
book-entry transfer of such Units into the Depositary's account at The
Depository Trust Company pursuant to the procedures set forth in Section 2 of
the Offer to Purchase, (b) a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) with any required signature guarantees, or in
the case of a book-entry transfer, an Agent's message (as defined in the Offer
to Purchase) and (c) any other documents required by the Letter of Transmittal.
Under no circumstance will interest be paid by the Purchaser on the purchase
price of the Units to be paid by the Purchaser, regardless of any extension of
the Offer or any delay in making such payment.
If more than 430,000 Units are validly tendered and not withdrawn, Castle
Creek will accept for purchase up to 430,000 Units of the tendered Units, on a
pro rata basis, subject to the terms of the Offer to Purchase.
The term "Expiration Date" means 5:00 p.m., New York City time, on Monday,
March 1, 1999, unless and until the Purchaser extends the period of time during
which the Offer is open, in which event the term "Expiration Date" shall mean
the latest time and date on which the Offer, as so extended by the Purchaser,
shall expire. Subject to the applicable rules and regulations of the Commission,
the Purchaser expressly reserves the right, at any time and from time to time,
to (i) terminate or amend the Offer or (ii) extend the Offer and postpone
acceptance for payment of any Units by giving oral or written notice of such
termination, amendment, extension or waiver to the Depositary. During any such
extension all Units previously tendered and not properly withdrawn will remain
subject to any such extension and will remain subject to the Offer, subject to
the right of a tendering Unitholder to withdraw such Unitholder's Units. The
Purchaser shall not have any obligation to pay interest on the purchase price
for tendered Units, whether or not the Purchaser exercises its right to extend
the Offer.
Except as otherwise provided below, tenders of Units are irrevocable. Units
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment and paid for by the
Purchaser pursuant to the Offer, may also be withdrawn at any time after March
15, 1999. For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of the Offer to Purchase and
must specify the name of the person having tendered the Units to be withdrawn,
the number of Units to be withdrawn and the name of the registered holder of the
Units to be withdrawn, if different from the name of the person who tendered the
Units. Withdrawn Units may be retendered by again following one of the
procedures described in Section 2 of the Offer to Purchase at any time prior to
the Expiration Date. All questions as to the form and validity (including time
of receipt) of notices of withdrawal will be determined by the Purchaser, in its
sole discretion, whose determination will be final and binding.
The Offer to Purchase and the related Letter of Transmittal and other
relevant materials will be mailed to Unitholders who request copies of the
materials from the Purchaser. The information required to be disclosed by Rule
14d-6(e)(1)(vii) of the Securities Exchange Act of 1934 is contained in the
Offer to Purchase and is incorporated herein by reference.
The Offer to Purchase and Letter of Transmittal contain important
information which should be read before any decision is made with respect to the
Offer.
The Depositary/Information Agent for the Offer is ChaseMellon Shareholder
Services.
For additional information, Banks and Brokers should call:
(800) 953-2497
Requests for copies of the Offer to Purchase, the Letter of Transmittal and all
other tender offer materials may be directed to Castle Creek, as set forth
below, and copies will be furnished promptly at the Purchaser's expense.
Castle Creek Partners, L.P.
(617) 854-8065
January 13, 1999
<PAGE>
IMMEDIATE RELEASE
Contact: Richard G. Pond
617/854-8065
CASTLE CREEK PARTNERS, L.P.
ANNOUNCES TENDER OFFER FOR
UP TO 430,000 UNITS OF
BOSTON CELTICS LIMITED PARTNERSHIP
January 13, 1999. Boston, Massachusetts. Castle Creek Partners, L.P., a
privately owned limited partnership, has announced its commencement of a cash
tender offer for up to 430,000 limited partnership units of Boston Celtics
Limited Partnership (NYSE: BOS), or approximately 16% of the outstanding Units,
at a price of $17.00 per Unit, net to the tendering Unitholder. The offer
represents a 21% premium over yesterday's closing price of $14.00 per Unit. The
offer is made upon and subject to the terms of the Offer to Purchase dated
January 13, 1999, which will be filed today with the Securities and Exchange
Commission.
Castle Creek's tender offer will expire at 5:00 P.M., New York City time,
on March 1, 1999, unless extended. If more than 430,000 Units are validly
tendered and not withdrawn, Castle Creek will accept for purchase up to 430,000
of the tendered Units, on a pro rata basis, subject to the terms of the Offer to
Purchase.
ChaseMellon Shareholder Services, L.L.C. is the Information Agent and
Depositary for the tender offer. Banks and brokers needing assistance should
call ChaseMellon Shareholder Services at (800) 953-2497. Unitholders who wish
to receive a copy of the Offer to Purchase and related materials or who have
questions about the tender offer should contact Castle Creek directly at (617)
854-8065.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Units. The offer is made solely by the Offer to Purchase dated
January 13, 1999 and the related Letter of Transmittal.
