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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
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 Authorizing 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
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INTRODUCTION
This statement amends and supplements the Tender Offer Statement on Schedule
14D-1 filed with the Securities and Exchange Commission on January 13, 1999 (the
"Schedule 14D-1") relating 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 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 the Tender Offer
Statement as Exhibits (a)(1) and (a)(2), respectively. Capitalized terms not
defined in this Amendment No. 1 have the meanings given to them in the Offer to
Purchase.
The Schedule 14D-1 is hereby amended by amending the Offer to Purchase to
delete in their entirety the first two sentences of the fourth paragraph under
the heading "THE TENDER OFFER--1. Terms of the Offer; Expiration Date" and
replace them with the following:
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
extend the Offer and postpone acceptance for payment of any Units by giving
oral or written notice of such 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.
Item 3. Past Contacts, Transactions or Negotiations
Item 3(b) of the Schedule 14D-1 is hereby amended to add the following
information:
On February 22, 1999, Castle Creek sent a letter to BCLP requesting, pursuant
to the partnership agreement of BCLP and Delaware law, a list of holders of BCLP
Units. By correspondence dated February 23, 1999, BCLP authorized its transfer
agent to provide the requested information to Castle Creek, at Castle Creek's
expense.
Item 9. Financial Statements of Certain Bidders
Item 9 of the Schedule 14D-1 is hereby amended to incorporate by reference
Castle Creek's consolidated financial statements and notes thereto as of June
30, 1998, set forth in response to Item 8 and Item 14(a)1 of the Annual Report
on Form 10-K for the year ended June 30, 1998 of Castle Creek (File No. 333-
50367-02), which was filed with the Securities and Exchange Commission on
September 28, 1998.
Item 11. Material to be Filed as Exhibits
Item 11 of Schedule 14D-1 is amended and supplemented by adding the following
exhibit:
(a)(9) Press Release, dated February 22, 1999, issued by Castle Creek
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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: February 23, 1999
CASTLE CREEK PARTNERS, L.P.
By: Castle Creek Partners GP, Inc.
Its: General Partner
/s/ Richard G. Pond
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By: Richard G. Pond
Its: Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Index Page
------- ------------- ------------
<S> <C> <C>
(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 *
(a)(9) Press Release, dated February 22, 1999, issued by Castle Creek
(b) None
(c) None
(d) None
(e) Not Applicable
(f) None
</TABLE>
*Previously filed.
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EXHIBIT(a)(9)
IMMEDIATE RELEASE
Contact: Richard G. Pond
617/854-8086
CASTLE CREEK PARTNERS, L.P.
TENDER OFFER FOR UP TO 430,000 UNITS OF
BOSTON CELTICS LIMITED PARTNERSHIP
TO EXPIRE ON MARCH 1, 1999
February 22, 1999. Boston, Massachusetts. Castle Creek Partners, L.P., a
privately owned limited partnership, reminds holders of limited partnership
units of Boston Celtics Limited Partnership (NYSE: BOS) that, as previously
announced, its cash tender offer for up to 430,000 Units at a price of $17.00
per Unit will expire at 5:00 P.M., New York City time, on March 1, 1999. Castle
Creek also announces that it has waived its right to terminate the offer.
Except for the waived termination right, the offer is made upon and subject to
the terms of the Offer to Purchase dated January 13, 1999, which has been filed
with the Securities and Exchange Commission.
Castle Creek will purchase all Units tendered, up to 430,000 Units,
promptly upon expiration of the tender offer or any extension thereof. 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. Unitholders may access Castle
Creek's most recent audited financial statements, which are contained in its
Form 10-K for the year ended June 30, 1998, at the SEC's Internet site on the
World Wide Web at http://www.sec.gov. Castle Creek has funds available to
purchase 430,000 Units and has not suffered any adverse effect upon its ability
to purchase the Units tendered since the date of its most recent audited
financial statements.
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.
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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.
