UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Boston Celtics Limited Partnership
- -------------------------------------------------------------------------------
(Name of Issuer)
Limited Partnership Units
- -------------------------------------------------------------------------------
(Title of Class of Securities)
100576107
- -------------------------------------------------------------------------------
(CUSIP Number)
Paul E. Gaston
33 East 63rd Street
New York, New York 10021
(212) 644-3800
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Not Applicable
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) and (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
CUSIP NO. 100576107 Page 3 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Draycott, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,320,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,320,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.7%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLULDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 100576107 Page 4 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walcott Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,320,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,320,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.7%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLULDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 100576107 Page 5 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul E. Gaston
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,811,886
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,811,886
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,811,886
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
1,000
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLULDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
This amends and restates the Statement on Schedule 13D (the "Schedule
13D") filed with the Securities and Exchange Commission by Paul E. Gaston with
respect to the Limited Partnership Units of Boston Celtics Limited Partnership.
Unless otherwise defined herein, all capitalized terms used herein shall have
the meanings ascribed to them in the Schedule 13D.
Item 1. Security and Issuer
-------------------
Limited Partnership Units ("Units")
Boston Celtics Limited Partnership (the "Partnership"), 151
Merrimac Street, Boston, Massachusetts 02114
Item 2. Identity and Background
-----------------------
(a) Paul E. Gaston
(b) 33 E. 63rd Street
New York, New York 10021
(c) Director and Officer of Draycott, Inc., 33 E. 63rd Street,
New York, New York 10021; Director and President of Brookwood
Investments Inc., 33 E. 63rd Street, New York, New York
10021; Director of Celtics, Inc., Boston Celtics Corporation
and Celtics Communications, Inc., 151 Merrimac Street,
Boston, Massachusetts 02114
(d) None
(e) None
(f) U.S.A.
Name: Walcott Partners, L.P.
Place of Organization: Delaware
Principal Business: Investment Management
Address of Principal Business and Principal Office:
33 East 63rd Street, New York, New York 10021
(d) None
(e) None
Name: Draycott, Inc.
Place of Organization: Delaware
Principal Business: Investment Management
Address of Principal Business and Principal Office:
33 East 63rd Street, New York, New York 10021
(d) None
(e) None
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
As reported in the Schedule 13D dated January 31, 1993, as filed
February 10, 1993, the Units reported thereby were originally issued to Don F.
Gaston, the father of Paul E. Gaston, on December 11, 1986 in exchange for his
contribution to the Partnership of a certain undivided interest in the assets
and liabilities of the Boston Celtics franchise of the National Basketball
Association. On April 24, 1990, Don F. Gaston transferred 2,062,300 Units
without consideration to himself and his wife and Paul E. Gaston's mother,
Paula B. Gaston, as co-owners. On or about January 31, 1993, Don F. Gaston and
Paula B. Gaston contributed 1,300,000 Units to Walcott Partners, L.P. Paul E.
Gaston is the sole stockholder, sole director and sole officer of Draycott,
Inc., the 1% corporate general partner of Walcott Partners, L.P. Paul E. Gaston
also owns a 14% limited partnership interest in Walcott Partners, L.P. and Paul
E. Gaston is the co-trustee of a trust for the benefit of, among others, his
children which owns a 10% limited partnership interest in Walcott Partners,
L.P.
Item 3 of the Schedule 13D is hereby amended by adding the
information set forth below to the information previously disclosed therein.
On February 5, 1996, Don F. Gaston and Paula B. Gaston, as
co-owners, contributed 20,000 Units to Walcott Partners, L.P. As a result,
Walcott Partners, L.P. owns an aggregate of 1,320,000 Units.
On or about October 1, 1996, Paul E. Gaston was issued 234,886
Restricted Units which contain significant restrictions as to vesting and
transferability. Mr. Gaston elected to receive these Restricted Units in lieu
of a $3,658,363 cash incentive compensation payment to which he was entitled.
Based upon a written report received from an independent employee benefits
consultant, a Committee of the Board of Directors of Celtics, Inc. (the General
Partner of the Partnership) authorized and approved the award of these
Restricted Units to Paul E. Gaston at a discount from the closing price for the
Units of the Partnership on the New York Stock Exchange on June 28, 1996. These
Restricted Units were deemed to have been issued to Mr. Gaston as of June 28,
1996.
On April 25, 1996, Paul E. Gaston purchased 1,000 Units in the open
market at a price of $23.98 per Unit.
On April 22, 1996, Paul E. Gaston, as custodian for each of his 3
minor children under the Uniform Gift to Minors Act, purchased 1,000 Units each
for his 3 minor children (an aggregate of 3,000 Units) in the open market at a
price of $23.46 per Unit. On the same date, Dana Halsey Gaston, the wife of
Paul E. Gaston, purchased 1,000 Units in the open market at a price of $23.46
per Unit. With respect to the Units purchased by his wife, Mr. Gaston has
neither sole nor shares voting or investment authority and specifically
disclaims beneficial ownership of those Units.
On February 11, 1994, Paul E. Gaston, as custodian for each of his
3 minor children under the Uniform Gift to Minors Act, purchased 1,000 Units
each for his 3 minor children (an aggregate of 3,000 Units) in the open market
at a price of $20.81 per Unit.
The funds used to purchase the Units described above which were
acquired by means of open market purchases consisted of personal funds of the
individuals who either made the purchase or on whose behalf the purchase was
made.
Item 4. Purpose of Transaction
----------------------
The transfer of Units from Don F. Gaston and Paula B. Gaston to
Walcott Partners, L.P. reported in Schedule 13D as originally filed was
undertaken in connection with a restructuring of certain of the businesses
owned or operated by or for the benefit of the Gaston family.
Filed as an exhibit thereto and incorporated herein by reference is
a Merger Agreement dated as of December 8, 1992 (the "Merger Agreement") among
Boston Celtics Communications Limited Partnership ("BCCLP"), the Partnership,
BCCLP Holding Corporation ("Holdings"), a newly formed corporation wholly owned
by the Partnership, and BCCLP Acquisition Limited Partnership ("Acquisition"),
a newly formed Delaware limited partnership in which the 99% limited
partnership interest is held by Holdings and the 1% general partnership
interest is held by Celtics Communications, Inc., which also serves as the
general partner of BCCLP ("CCI" or the "BCCLP General Partner").
Pursuant to the Merger Agreement, Acquisition was merged with and
into BCCLP (the "Merger") and BCCLP became the surviving partnership. Upon the
consummation of the Merger, (i) holders of the 5,935,000 issued and outstanding
limited partnership units in BCCLP ("BCCLP Units") were entitled to receive
$2.40 per unit in cash, without interest (the "Merger Price"), (ii) the 99%
limited partnership interest in Acquisition held by the Partnership, through
Holdings, was converted into a 99% limited partnership interest in BCCLP and
(iii) the BCCLP General Partner continued to hold the 1% general partnership
interest in BCCLP. Accordingly, after the Merger, BCCLP was owned 99% by the
Partnership, through its corporate subsidiary Holdings, and 1% by the BCCLP
General Partner.
Upon consummation of the Merger, the 99% limited partnership
interest in BCCLP came to be held indirectly by the Partnership, in which Don
F. Gaston, Alan N. Cohen and Paul R. Dupee, Jr. (the "Principal Partnership
Unitholders") and certain of their affiliates in turn held approximately 56.4%
of the partnership interests, and the 1% general partnership interest in BCCLP
continued to be held by BCCLP General Partner, which was wholly owned by the
Principal Partnership Unitholders or their affiliates. Accordingly, the
Principal Partnership Unitholders held an indirect interest in BCCLP equal to
approximately 57.4% following the Merger.
The BCCLP Units were registered under the Exchange Act. Upon
consummation of the Merger, such registration was intended to be terminated
upon application of BCCLP to the Securities and Exchange Commission (the
"Commission"). Termination of registration of the BCCLP Units under the
Exchange Act would relieve BCCLP of the obligations theretofore imposed on it
to prepare and file financial statements and other reports under the Exchange
Act and to comply with the proxy rules of Regulation 14A under Section 14 of
the Exchange Act. In addition, BCCLP's officers, directors and Unitholders
owning 10% or more of the BCCLP Units would be relieved of the reporting
requirements and "short swing" trading liability under Section 16 of the
Exchange Act. BCCLP indicated that it intended to apply for termination of
registration under the Exchange Act as soon as practicable after the Merger.
The Board of Directors of both Celtics, Inc., the corporate general
partner of the partnership, and CCI voted to approve the Merger Agreement,
subject to certain conditions. Paul E. Gaston is a director of Celtics, Inc.
and Celtics Communications, Inc. as well as Boston Celtics Corporation and
BCCLP Holding Corporation.
Item 4 of the Schedule 13D is hereby amended by adding the
information set forth below to the information previously disclosed therein.
The Units and/or Restricted Units, as the case may be, acquired by
Walcott Partners, L.P., Paul E. Gaston (individually and as custodian for his 3
minor children under the Uniform Gift to Minors Act) and Dana Halsey Gaston
were acquired for investment purposes.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) As the general partner of Walcott Partners, L.P., Draycott,
Inc. may be deemed to be the beneficial owner of certain of the Units owned by
Walcott Partners, L.P. As the sole stockholder, sole director and sole officer
of Draycott, Inc., the general partner of Walcott Partners, L.P., and as a
limited partner and the co-trustee of a trust for the benefit of his children
which is a limited partner of Walcott Partners, L.P., Paul E. Gaston may be
deemed to be the beneficial owner of certain of the Units held by Walcott
Partners, L.P. Walcott Partners L.P. owns 1,320,000 Units, representing
approximately 25.7% of the outstanding Units. This report shall not be deemed
an admission for purposes of Section 13, or otherwise that Paul E. Gaston and
Draycott, Inc. are each beneficial owners of the Units owned by Walcott
Partners, L.P.
In addition, Mr. Gaston beneficially owns an additional 491,886
Units, representing approximately 8.3% of the outstanding Units, comprised of
an option to acquire 250,000 Units (for additional information pertaining to
this option see the first paragraph of Item 6 as amended below), 234,886
Restricted Units (containing significant restrictions as to vesting and
transferability) owned by him individually, 1,000 Units also owned by him
individually, and 6,000 Units which he holds as custodian for each of his minor
children under the Uniform Gift to Minors Act.
Accordingly, Mr. Gaston may be deemed to beneficially own an
aggregate of 1,811,886 Units, representing approximately 33.7% of the
outstanding Units.
(b) As the sole stockholder, officer and director of Draycott,
Inc., the corporate general partner of Walcott Partners, L.P., Paul E. Gaston,
through Draycott, Inc., has the sole voting and dispositive power with respect
to the Units owned by Walcott Partners, L.P.
(c) On or about January 31, 1993, Don F. Gaston and Paula B.
Gaston contributed 1,300,000 Units to Walcott Partners, L.P.
(d) None
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
-------------------------------------------------------------------
On December 31, 1993, the Partnership granted an option to Paul E.
Gaston to acquire 250,000 Units at a price of $16.25 per Unit, less all cash
distributions per Unit made by the Partnership from July 31, 1993 to the date
of exercise. The option for these 250,000 Units became exercisable in
installments as follows:
<TABLE>
<CAPTION>
Aggregate Amount of
Period Option Exercisable
------ -------------------
<S> <C>
June 30, 1994 - June 29, 1995 1%
June 30, 1995 - June 29, 1996 60%
June 30, 1996 - June 29, 1997 80%
June 30, 1997 - December 31, 2003 100%
</TABLE>
This option expires 10 years from the date of grant. In addition to exercising
the right to purchase Units pursuant to the option, Mr. Gaston may exercise a
Unit Appreciation Right, entitling him to receive an amount equal to the excess
of the fair market value of a Unit, determined on the date of exercise, over
the exercise price of the related option on the date the Unit Appreciation
Right was granted, in which event options for an equivalent number of Units
will be canceled. In the sole discretion of the General Partner of the
Partnership, payments of amounts payable pursuant to Unit Appreciation Rights
may be made solely in Units, solely in cash, or in a combination of cash and
Units. A copy of the Unit Option Dated December 31, 1993 To Purchase Units Of
Boston Celtics Limited Partnership between Mr. Gaston and the Partnership is
attached hereto as Exhibit 3 and is specifically incorporated herein by
reference.
On August 30, 1995, the Partnership redeemed an aggregate of
758,444 Units beneficially owned by Alan Cohen and his son and daughter and, in
addition, the interest of Alan Cohen in Celtics, Inc., which is the sole
General Partner of the Partnership, was acquired by Walcott Partners, L.P. The
Units acquired by the Partnership from Alan Cohen and his son and daughter have
been classified as treasury Units. In addition, Alan Cohen resigned as an
officer and director of Celtics, Inc.
The Partnership and Mr. Gaston entered into a letter agreement
dated June 28, 1996 pursuant to which Mr. Gaston was permitted to elect to
acquire Restricted Units of the Partnership, containing significant
restrictions as to vesting (continuous employment with the Partnership or its
subsidiaries or affiliates for 10 years) and transferability (no sale,
assignment, transfer, pledge, hypothecation, etc. for 10 years, except under
certain limited circumstances), as set forth therein, in lieu of a $3,658,363
cash incentive compensation payment which Mr. Gaston was entitled to receive.
By means of a letter dated June 28, 1996, Mr. Gaston exercised his right to
receive Restricted Units in lieu of the cash incentive compensation payment to
which he was entitled. (See Item 3 as amended above). The letter agreement
provides that during the term thereof, Mr. Gaston (as holder of the Restricted
Units) shall have all of the rights of a holder of Units, including the right
to vote and receive distributions. The letter agreement also provides that in
the event of his death or a "Change of Control" (as defined therein) of the
Partnership, Mr. Gaston (or his authorized designees) shall have the right to
sell all or a portion of the Restricted Units to the Partnership on the terms
and conditions set forth in the letter agreement. The letter agreement and Mr.
Gaston's letter dated June 28, 1996 exercising his rights thereunder are
attached hereto as Exhibits 4 and 5 and are specifically incorporated herein by
reference.
On November 30, 1996, the Partnership through its indirect wholly
owned subsidiary, Celtics Capital Corporation, acquired an aggregate of 780,000
Units beneficially owned by Paul R. Dupee, Jr. and an entity which is an
affiliate of Mr. Dupee and, in addition, the interest of Paul R. Dupee, Jr. in
Celtics, Inc., the sole General Partner of the Partnership, was acquired by
Walcott Partners, L.P. The Units acquired by Celtics Capital Corporation from
Mr. Dupee and his affiliate have been classified as treasury Units. In
addition, Paul R. Dupee, Jr. resigned as an officer and director of Celtics,
Inc.
As a result of the transaction described above, Walcott Partners,
L.P. owns 100% of Celtics, Inc., the sole General Partner of the Partnership.
Paul E. Gaston is the Chairman of the Board and a Director of Celtics, Inc. Mr.
Gaston is also the sole stockholder, sole director and sole officer of
Draycott, Inc., which is the general partner of Walcott Partners, L.P.
Item 7. Material to be Filed as Exhibits
--------------------------------
1. Merger Agreement dated as of December 8, 1992 among Boston
Celtics Communications Limited Partnership, Boston Celtics Limited Partnership,
BCCLP Holding Corporation and BCCLP Acquisition Limited Partnership.*
2. Agreement dated as of February 10, 1993 by and between Paul
E. Gaston, Walcott Partners, L.P. and Draycott, Inc. relating to the filing of
Schedule 13D.*
3. Unit Option Dated December 31, 1993 To Purchase Units of
Boston Celtics Limited Partnership**
4. Letter Agreement Dated June 28, 1996 Between Paul E. Gaston
and Boston Celtics Limited Partnership**
5. Letter Dated June 28, 1996 from Paul E. Gaston to Celtics,
Inc., in Its Capacity as General Partner of Boston Celtics Limited
Partnership**
- -------------------
* Incorporated by reference to Schedule 13D dated January 31, 1993, as
filed February 10, 1993.
** Filed herewith.
Signatures
----------
After reasonable inquiry and to the best of our knowledge and
belief, the individual and each entity set forth below certifies that the
information set forth in this statement is true, complete and correct. Pursuant
to Rule 13d-1(f)(1)(iii) of Regulation 13D of the General Rules and Regulations
of the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, the individual and the entities set forth below agree that
this statement on Schedule 13D is filed on behalf of each of them with respect
to their interest in the Units.
/s/ PAUL E. GASTON
---------------------------------------
Paul E. Gaston
WALCOTT PARTNERS, L.P.
By: DRAYCOTT, INC., its general partner
By: /s/ PAUL E. GASTON
-----------------------------------
Paul E. Gaston, President
DRAYCOTT, INC.
By: /s/ PAUL E. GASTON
-----------------------------------
Paul E. Gaston, President
Date: May 30, 1997
Exhibit 3
UNIT OPTION
(Non-Assignable)
Dated: December 31, 1993
TO PURCHASE UNITS OF
BOSTON CELTICS LIMITED PARTNERSHIP
THIS CERTIFIES THAT Paul E. Gaston ("Holder") is hereby granted the
option ("Unit Option") to purchase 250,000 units ("Units") representing
assignments of beneficial ownership of limited partnership interests in the
Boston Celtics Limited Partnership (the "Partnership") at the exercise price
(the "Exercise Price') of $16.25 per Unit less all cash distributions in
respect of a Unit distributed by the Partnership after July 1, 1993, upon and
subject to the following terms and conditions:
1. Definitions.
------------
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Employee" means a full-time or part-time employee of the
General Partner or the Partnership or a consultant of the
Partnership or the General Partner.
(c) "Fair Market Value" shall mean the average of the high and
low prices of Units as quoted on the New York Stock Exchange
or the principal securities exchange on which Units are
listed or admitted for trading on the date as of which fair
market value is to be determined or, if there is no trading
of Units on such date, the average of the high and low prices
of Units on the next preceding date on which there was
trading in such Units.
(d) "General Partner" means Celtics, Inc., or its then current
replacement as the general partner of the Partnership.
(e) "Permanent Disability" means a mental or physical disability
of an Employee that renders such Employee, in the reasonable
opinion of the General Partner, unable to effectively perform
the duties for which he was hired for a substantially
continuous period of at least 180 days.
(f) "Publicly Traded" shall mean, with regard to Units, when such
shares are listed or admitted to unlisted trading privileges
on a national securities exchange or sales or bid and offer
quotations therefor are reported in the automated quotation
system operated by the National Association of Securities
Dealers, Inc.
(g) "Unit Appreciation Right" means the right to receive an
amount equal to the excess of the Fair Market Value of a Unit
(as determined on the date of exercise) over the Exercise
Price of the related Unit Option, as the case may be, on the
date the Unit Appreciation Right was granted.
(h) "Unit Option" means an option to acquire Units.
2. Expiration Date. This Unit Option shall expire ten years from the
date written above unless terminated sooner as provided herein. To the extent
that this Unit Option shall not have been exercised in full prior to its
expiration or termination, whichever shall be sooner, it shall thereupon expire
and become void and of no effect.
3. Transferability of Unit Option. This Unit Option and all rights
hereunder shall be non-assignable and non-transferable, except to the extent
that the estate of the Holder in the event of his death may be permitted to
exercise it as set forth herein.
4. Number of Units Optioned and Dates the Unit Option May be
Exercised. While in effect, this Unit Option shall entitle the Holder to
acquire a total of 250,000 Units. Subject to the provisions for termination and
acceleration herein provided, this Unit Option shall be exercisable on or after
June 30, 1994 in installments as follows:
<TABLE>
<CAPTION>
Aggregate Amount of
Time Period Option Exercisable
----------- -------------------
<S> <C>
June 30, 1994 - June 29, 1995 1%
June 30, 1995 - June 29, 1996 60%
June 30, 1996 - June 29, 1997 80%
June 30, 1997 until termination 100%
</TABLE>
5. Terms and Conditions of Unit Option. This Unit Option may be
exercised by the Holder giving written notice of exercise to the General
Partner at least four (4) business days prior to the date of exercise,
specifying in such notice the date of exercise, the number of Units to be
purchased and the total purchase price. Upon the exercise of a Unit Option the
purchase price will be payable in full in cash or by assigning and delivering
to the Partnership Units or a combination of cash and such Units equal to the
purchase price; provided, however that the holder of the Unit Option may not so
assign and deliver Units acquired pursuant to the exercise of a Unit Option or
a Unit Appreciation Right under this Agreement or any other Unit plan of the
Partnership unless:
(a) the Units are Publicly Traded (as hereinafter defined); and
(b) the Holder has beneficially owned such Units for at least six
months.
Any Units so assigned and delivered to the Partnership in payment or partial
payment of a purchase price will be valued at the Fair Market Value on the
exercise date. Payment of the purchase price shall be made at the time the
notice of exercise is delivered to the Partnership.
6. Terms and Conditions of Unit Appreciation Rights. In addition to
exercising the right to purchase Units pursuant to this Unit Option, a holder
may exercise a Unit Appreciation Right as to each Unit subject to this Unit
Option. Unit Appreciation Rights shall be exercised in accordance with the
following provisions:
(a) No Unit Appreciation Right may be exercised unless the Units
are then Publicly Traded.
(b) The exercise of a Unit Appreciation Right shall result in the
cancellation of the Unit Option to which it relates with
respect to the same number of Units as to which the Unit
Appreciation Right was exercised.
(c) Each Unit Appreciation Right granted hereby is exercisable or
transferable only to the extent that the related Unit Option
is exercisable or transferable and shall be exercisable in
accordance with the notice procedures specified in Section 4
above.
(d) Upon the exercise of a Unit Appreciation Right related to a
Unit Option, the Holder will be entitled to receive payment
of an amount determined by multiplying: (i) the difference
obtained by subtracting the Exercise Price of a Unit from the
Fair Market Value of a Unit on the date of exercise of such
Unit Appreciation Right, by (ii) the number of Units as to
which such Unit Appreciation Right is exercised.
(e) Payment by the Partnership of the amount determined under
subsection (d) above may be made solely in whole Units valued
at the Fair Market Value on the date of exercise of the Unit
Appreciation Right, or solely in cash, or in a combination of
cash and Units. The right to satisfy Unit Appreciation Rights
solely in Units, solely in cash or in a combination of cash
and Units is in the sole discretion of the General Partner.
If the General Partner decides to make full payment in Units
and the amount payable results in a fractional Unit, payment
for the fractional Unit shall be made in cash.
(f) Neither a Unit Appreciation Right, nor a Unit Option granted
in connection with a Unit Appreciation Right, granted to a
person subject to Section 16(b) of the Act may be exercised
before six months after the date of grant, except as provided
in Section 9(b)(ii).
7. Adjustment Provision.
---------------------
(a) If the Units shall be distributed to Unitholders in a
pro-rata distribution or split up, converted, exchanged,
reclassified, or in any way substituted for, an appropriate
and proportionate adjustment will be made in the maximum
number and Units provided in this Unit Option or the Exercise
Price for each Unit that is the subject to this Unit Option,
without changing the aggregate economic value of the
outstanding Units subject to this Unit Option.
(b) Upon dissolution or liquidation of the Partnership or upon a
reorganization, merger, or consolidation of the Partnership
with one or more entities as a result of which the
Partnership is not the surviving entity or upon the sale of
all or substantially all the property of the Partnership, the
General Partner may determine that all Unit Options then
outstanding under this Agreement will be fully vested and
exercisable and all restrictions will immediately cease,
unless provisions are made in connection with such
transaction for the continuance of this Unit Option and the
assumption or the substitution for such Unit Option of new
incentive awards covering the partnership interests or stock
of a successor employer, with appropriate adjustments as to
the number and kind of partnership interests or shares and
prices.
(c) The adjustments in paragraphs (a) and (b) above will be made
by the General Partner, whose determination as to what
adjustments will be made and the extent thereof will be
final, binding, and conclusive. No fractional interest will
be issued under this Unit Option on account of any such
adjustments.
8. General Provisions.
-------------------
(a) Nothing in this Unit Option or in any instrument executed
pursuant to this Unit Option will confer upon the Holder any
right to continue as an employee or affect the right of the
Partnership to terminate the services of the Holder at any
time with or without cause.
(b) No Units will be issued or transferred pursuant to this
Option unless and until all then applicable requirements
imposed by federal and state securities and other laws, rules
and regulations and by any regulatory agencies having
jurisdiction, and by any stock exchanges upon which the Units
may be listed, have been fully met including, but not limited
to, the right to require the Holder to convert a proposed
purchase of Units pursuant to an exercise of a Unit Option
into an exercise of a Unit Appreciation Right. As a condition
precedent to the issuance of Units pursuant to the grant or
exercise of this Option, the Partnership may require the
Holder to take any reasonable action to meet such
requirements.
(c) Neither the Holder nor any beneficiary or other person
claiming under or through such Holder will have any right,
title or interest in or to any Units allocated or reserved
under this Unit Option except as to such Units, if any, that
have been issued or transferred to such Holder.
(d) The Partnership may make such provisions it deems appropriate
to provide for withholding any taxes the General Partner
determines it is required to withhold in connection with this
Unit Option.
(e) This Unit Option is not assignable or subject to any
encumbrance, pledge, or charge of any nature except that a
beneficiary may be designated with respect to this Unit
Option in the event of death of the Holder. If such
beneficiary is the executor or administrator of the estate of
the Holder, any rights with respect to this Option may be
transferred to the person or persons or entity (including a
trust) entitled thereto under the will of the Holder.
(f) This Unit Option shall be governed by and construed in
accordance with the laws of the State of Delaware, without
regard to conflicts of law principles.
9. Amendment and Termination.
--------------------------
(a) The Partnership may not, without the consent of a Holder,
modify the terms and condition of this Unit Option.
(b) Except as set forth in Subsection (c) below, this Unit Option
will expire immediately if the Holder is no longer an
Employee, except as follows:
(i) If the Holder ceases to be an Employee other than (A)
for cause, of which the General Partner will be the
sole judge, or (B) the Holder's death or Permanent
Disability, the Unit Option will expire three months
thereafter unless by its terms it expires sooner.
During this period, this Unit Option may be exercised
in accordance with its terms, but only to the extent
exercisable on the date the Holder is no longer an
Employee.
(ii) If the Holder dies or becomes subject to a Permanent
Disability while serving as an Employee, this Unit
Option will become fully exercisable and will expire
one year after the date of death or Permanent
Disability unless by the terms herein provided it
expires sooner. If the Unit Holder dies or becomes
subject to a Permanent Disability within the three
months referred to in subparagraph (i) above, this Unit
Option will, in the case of the Holder's retirement,
expire upon the later of one year after retirement or
one year after the date of death, or, in all other
cases, three months after the date of death or
Permanent Disability, unless by the terms herein
provided it expires sooner.
IN WITNESS WHEREOF, the undersigned officer of the General Partner
thereunto duly authorized, has executed this certificate as of the day and year
first above written.
BOSTON CELTICS LIMITED PARTNERSHIP
By: CELTICS, INC., its general partner
By: /s/ Thomas M. Bartlett, Jr.
-----------------------------------
Exhibit 4
June 28, 1996
Mr. Paul E. Gaston
274 Round Hill Road
Greenwich, Connecticut 06831
Dear Paul:
The purpose of this letter is to permit you to elect a modification to
the annual incentive payments to be made to you by Boston Celtics Limited
Partnership ("BCLP") pursuant to the authorization of the Board of Directors of
Celtics, Inc. at a meeting held on August 3, 1993. The modification, as set
forth below, has been reviewed and approved by the Audit Committee of the Board
of Celtics, Inc. in accordance with the BCLP Partnership Agreement. The
modification is as set forth below.
Election to Acquire Restricted Units. At your request, and with the
approval of the Audit Committee of the Board of Directors of Celtics, Inc., you
may elect to acquire units representing assignments of beneficial ownership of
limited partnership interests of BCLP subject to restrictions as set forth
herein (the "Restricted Units") at a price equal to the closing price of the
units representing assignments of beneficial ownership of limited partnership
interests of BCLP (the "Units") on the New York Stock Exchange on the date
hereof, subject to a discount from such price in an amount to be determined in
consultation with an employee benefits consultant to be engaged by the Audit
Committee, on the following terms and conditions:
(i) Restrictions. All Restricted Units granted hereunder shall be
subject to the following restrictions:
(a) a required period of continued employment with BCLP, or any
of its subsidiaries or affiliates (the "Company"), of ten
(10) years from the date of this letter, prior to the vesting
of the Restricted Units;
(b) except for any transfer by Paul E. Gaston to any partnership
of which he is the general partner, a prohibition against the
sale, assignment, transfer, pledge, hypothecation or other
encumbrance of the Restricted Units for a period of ten (10)
years from the date of this letter;
(c) a requirement that all such Restricted Units be forfeited in
the event of termination of your employment during any period
in which such Restricted Units are subject to restrictions;
and
(d) a prohibition against your employment by any competitor of
the Company and against your dissemination of any secret or
confidential information belonging to the Company.
All restrictions on Restricted Units awarded pursuant hereto
shall expire at such time or times as herein provided.
(ii) Registration of Restricted Units. Restricted Units awarded pursuant
hereto shall be registered in your name and, if such Restricted Units are
certificated, shall be deposited with the Company.
(iii) Rights of Holder of Restricted Units. Subject to the terms and
conditions hereof, during any period in which Restricted Units are subject to
forfeiture or restrictions on transfer, you shall have all of the rights of a
holder of Units with respect to such Restricted Units, including the right to
vote such Restricted Units and the right to receive all distributions paid with
respect to Units on the same basis as if the Restricted Units were deemed to be
Units. Any securities distributed with respect to Restricted Units shall be
restricted to the same extent and subject to the same terms and conditions as
the Restricted Units to which they are attributable.
(iv) Lapse of Restrictions. Subject to the terms and conditions hereof,
at the end of the time period during which the Restricted Units are subject to
forfeiture or restrictions on transfer, such Restricted Units will be delivered
free of all restrictions to you (or to your legal representative, beneficiary
or heir).
(v) Death; Change In Control
(a) Notwithstanding any provision hereof to the contrary, in the
event of your death or in the event of a Change in Control
you, or your estate, the beneficiaries thereof, or the
authorized legal representative of your estate or the
beneficiaries thereof, as the case may be, for a period of
five (5) years from and after the date of your death or a
Change in Control (as the case may be), shall have the right
to sell all or a portion of the Restricted Units granted
hereunder to BCLP at a price and on such other terms to be
determined by the Audit Committee, based upon advice received
from an investment banking firm or financial advisor
specifically retained by the Audit Committee for such
purpose. You or the authorized legal representative of your
estate or the beneficiaries thereof shall notify the
Executive Vice President and Chief Financial Officer of
Celtics, Inc. in writing of any election to sell Restricted
Units granted hereunder to BCLP. It is specifically agreed
that, in determining the price at which any Restricted Units
granted hereunder are to be sold to BCLP: (1) The value of
such Restricted Units is to be determined as of the date of
the written notice of any election to sell such Restricted
Units. (2) Such Restricted Units are (x) no longer subject to
any of the restrictions set forth herein; (y) shall be deemed
to be freely tradable and not subject to any restrictions
with respect to resale which may be imposed by Rule 144
promulgated under the Securities Act of 1933, as amended, or
otherwise; and (z) shall not be subject to the application of
any block, blockage or similar discount.
(b) For purposes hereof, a "Change in Control" shall have
occurred if:
(1) any "Person," as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (other than BCLP and any
partnership or corporation owned, directly or
indirectly, by the security holders of BCLP in
substantially the same proportions as their ownership
of securities of BCLP) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of BCLP
representing 50% or more of the combined voting power
of BCLP's then outstanding securities;
(2) the security holders of BCLP approve a merger or
consolidation of BCLP with any other corporation or
partnership, other than (A) a merger or consolidation
which would result in the voting securities of BCLP
outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being
converted into voting securities of the surviving
entity) more than 60% of the combined voting power of
the voting securities of BCLP or such surviving entity
outstanding immediately after such merger or
consolidation, (B) a recapitalization or restructuring
of BCLP (or any transaction having a similar effect),
or (C) a merger or consolidation effected to implement
a recapitalization or restructuring of BCLP (or similar
transaction); or
(3) the security holders of BCLP approve a plan of complete
liquidation of BCLP or an agreement for the sale or
disposition by BCLP of all or substantially all of
BCLP's assets (or any transaction having a similar
effect).
In order to elect the foregoing option with respect to your annual incentive
payment which will entitle you to receive Restricted Units in lieu of cash as
provided herein, you must return an executed counterpart hereof to the
undersigned by telecopy at (617) 720-7833 on or before June 30, 1996.
BOSTON CELTICS LIMITED PARTNERSHIP
By: CELTICS, INC., its General Partner
By: /s/ Richard G. Pond
-----------------------------------
Richard G. Pond
Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
AGREED TO AND ACCEPTED ON
THIS 28TH DAY OF JUNE 1996
By: /s/ Paul E. Gaston
--------------------------------
Paul E. Gaston
Exhibit 5
Boston Celtics Limited Partnership
33 East 63rd Street
New York, New York 10021
(212) 644-3800
June 28, 1996
Celtics, Inc.
c/o Boston Celtics Limited Partnership
151 Merrimac Street
Boston, MA 02114
Attn: Audit Committee
Gentlemen:
Apropos of that certain letter agreement dated June 28, 1996 between me and
Celtics, Inc., in its capacity as general partner of Boston Celtics Limited
Partnership ("BCLP"), pertaining to my ability to elect to receive Restricted
Units of Boston Celtics Limited Partnership in lieu of cash with respect to
annual incentive payments to be made to me by BCLP, the purpose of this letter
is to advise you that, with respect to BCLP's fiscal year ending on June 30,
1996, I hereby elect to acquire Restricted Units of BCLP, as provided in the
June 28, 1996 letter agreement and on the terms set forth therein, in lieu of
any cash payment which I am entitled to receive.
Very truly yours,
/s/ Paul E. Gaston
Paul E. Gaston
cc: Richard G. Pond
