SILVER SCREEN PARTNERS L P
8-K, 1998-11-23
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                    ------------------------------------------
                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported):
November 20, 1998 (November 16, 1998)
- -----------------------------------------------

                          SILVER SCREEN PARTNERS, L.P.
                        -------------------------------
                        (A Delaware Limited Partnership)
                  (Exact name of registrant as specified in its
               Certificate and Agreement of Limited Partnership)

Delaware                               0-11949                   13-3163899
- -------------------------------        --------------            --------------
(State or other jurisdiction of        Commission                (I.R.S.
incorporation or organization)         File No.                  Employer
                                                                 Identification
                                                                 No.)


c/o Chelsea Piers, Pier 62 - Suite 300
New York, New York  10011                         10011
- ---------------------------------------           ------------------
(Address of Principal Executive Offices)          (Zip Code)


Registrant's telephone number, including area code (212) 336-6700


                                       1
<PAGE>


Item 5.    Other Events.
- -----------------------

     Silver  Screen  Management  Inc.,  the managing  general  partner of Silver
Screen Partners,  L.P. (the "Partnership"),  filed a Certificate of Cancellation
with the  Secretary  of State of the State of Delaware in the name and on behalf
of the Partnership to formally  terminate the legal existence of the Partnership
effective as of November 16, 1998. The  Partnership  has  distributed its assets
and has been dissolved in accordance  with the terms of its Agreement of Limited
Partnership.  A copy of the  certificate of  cancellation  is attached hereto as
Exhibit 99.1.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
- -----------------------------------------------------------------------------

              (a) Exhibits:

               Exhibit 99.1 --          Certificate of  Cancellation  filed with
                                        the  Secretary  of State of the State of
                                        Delaware  effective  as of  November 16,
                                        1998.


                                       2
<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                            SILVER SCREEN PARTNERS, L.P.,
                                            a Delaware Limited Partnership


                                            By   SILVER SCREEN MANAGEMENT, INC.,
                                                 Managing General Partner

                                            By  /s/ Roland W. Betts
                                                 -------------------------------
                                                 Roland W. Betts
                                                 President/Treasurer
Dated:  November 20, 1998
                                       3
<PAGE>


                           CERTIFICATE OF CANCELLATION
                                       OF
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                          SILVER SCREEN PARTNERS, L.P.


     Silver Screen  Partners,  L.P., a limited  partnership  organized under the
Delaware Revised Uniform Limited Partnership Act (the "Act"), for the purpose of
cancelling the Certificate of Limited Partnership of the Partnership pursuant to
ss.17-203 of the Act hereby certified that:

     1. The name of the limited partnership is Silver Screen Partners, L.P.

     2.  The  limited  partnership's  Certificate  of  Limited  Partnership  was
originally filed in the Office of the Secretary of State on June 8, 1983.

     3. The reason for  filing  this  Certificate  of  Cancellation  is that the
partnership  has  liquidated  its  assets  and  distributed  such  assets to its
partners.

     4. This Certificate of Cancellation  shall become effective on November 16,
1998.

     IN  WITNESS  WHEREOF,  the  undersigned,  constituting  all of the  general
partners of the  Partnership,  have executed this Certificate of Cancellation as
of the 16th day of November, 1998.

                                            GENERAL PARTNERS:

                                            Silver Screen Management, Inc., its
                                                     Managing General Partner


                                            By:      /s/ROLAND W. BETTS
                                                     ---------------------------
                                                     Roland W. Betts
                                                     Title: President/Treasurer


                                            /s/ROLAND W. BETTS
                                            ------------------------------------
                                            Roland W. Betts, its Individual
                                                     General Partner




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