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File No. 005-54629
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 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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* CONSTITUTING THE FINAL AMENDMENT TO SCHEDULE 14D-1.
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INTRODUCTION
This Amendment No. 2 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"), as amended and supplemented by Amendment No. 1,
filed on February 23, 1999, 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. 2 have the meanings given to them in the Offer to
Purchase.
Item 6. Interest in Securities of the Subject Company
Item 6 of the Schedule 14D-1 is hereby amended to add the following
information:
The Offer expired at 5:00 P.M., New York City time, on March 1, 1999. Based
upon preliminary information provided by ChaseMellon Shareholder Services,
L.L.C., the depositary, approximately 833,197 Units were validly tendered and
not withdrawn pursuant to the Offer (including Units tendered by means of
guaranteed delivery). On March 2, 1999, Castle Creek accepted for payment
430,000 of such Units. On March 5, 1999, the final pro-ration factor of
0.519425925 was determined by ChaseMellon Shareholder Services, L.L.C., the
depositary. Following the purchase of Units tendered, Castle Creek will
beneficially own 552,100 Units, or approximately 20.4% of all outstanding
Units.
Item 10. Additional Information
Item 10(f) of the Schedule 14D-1 is hereby amended to add the following
information:
The Offer expired at 5:00 P.M., New York City time, on Monday, March 1,
1999.
Item 11. Material to be Filed as Exhibits
Item 11 of Schedule 14D-1 is amended and supplemented by adding the following
exhibits:
(a)(10) Press Release, dated March 2, 1999, issued by Castle Creek
(a)(11) Press Release, dated March 5, 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: March 5, 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 *
(a)(10) Press Release, dated March 2, 1999, issued by Castle Creek
(a)(11) Press Release, dated March 5, 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)(10)
File No. 005-54629
CASTLE CREEK PARTNERS, L.P.
COMPLETES
TENDER OFFER FOR UNITS OF
BOSTON CELTICS LIMITED PARTNERSHIP
March 2, 1999. Boston, Massachusetts. Castle Creek Partners, L.P., a
privately owned limited partnership, announced the preliminary results of its
tender offer to purchase up to 430,000 limited partnership units of Boston
Celtics Limited Partnership (NYSE: BOS) at a price of $17.00 per unit.
The offer expired at 5:00 P.M., New York City time, on March 1, 1999.
According to the depositary's preliminary report, as of the expiration of the
offer, approximately 833,197 Boston Celtics Limited Partnership units had been
validly tendered and not withdrawn (including those units tendered pursuant to
guaranteed delivery procedures). Because the offer was oversubscribed, units
tendered will be pro-rated. The determination of the final pro-ration factor is
subject to final confirmation and proper delivery of all units tendered and not
withdrawn, including units tendered pursuant to guaranteed delivery procedures.
Payment for units accepted for payment will occur as soon as practicable after
determination of the final number of units properly tendered.
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Exhibit (a)(11)
File No. 005-54629
CASTLE CREEK PARTNERS, L.P.
ANNOUNCES FINAL RESULTS OF TENDER OFFER FOR
BOSTON CELTICS LIMITED PARTNERSHIP UNITS
March 5 1999. Boston, Massachusetts. Castle Creek Partners, L.P., a
privately owned limited partnership, announced the final results of its tender
offer to purchase up to 430,000 limited partnership units of Boston Celtics
Limited Partnership (NYSE: BOS), which expired at 5:00 P.M., New York City time,
on March 1, 1999.
Castle Creek accepted for payment 430,000 Boston Celtics Limited
Partnership units. Because 827,837 units were validly tendered and not
withdrawn, units tendered were pro-rated. The final pro-ration factor is
0.519425925, as determined by ChaseMellon Shareholder Services, L.L.C., the
depositary for the tender offer. Payment for units accepted, and return of all
other units tendered, will be made promptly.
