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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JUNE 19, 1998.
BOSTON CELTICS LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
DELAWARE 19234 04-2936516
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
151 MERRIMAC STREET
BOSTON, MA 02114
(Address of Principal Executive Offices)
(617) 523-6050
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On June 19, 1998, Boston Celtics Limited Partnership announced its
reorganization schedule in a press release, which is attached to this Form 8-K
as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Text of press release, dated June 19, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: June 19, 1998
BOSTON CELTICS LIMITED PARTNERSHIP
By: /s/ Richard G. Pond
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Name: Richard G. Pond
Title: Chief Financial Officer
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EXHIBIT INDEX
SEQUENTIALLY NUMBERED
EXHIBIT NO. DOCUMENT PAGE
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99 Press Release, dated June 19, 1998.
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FOR IMMEDIATE RELEASE
Contact: Richard G. Pond
617/854-8086
BOSTON CELTICS LIMITED PARTNERSHIP
ANNOUNCES REORGANIZATION SCHEDULE
June 19, 1998. Boston, Massachusetts. As previously announced, Boston
Celtics Limited Partnership (NYSE:BOS) will reorganize into two entities: a
public partnership taxable as a corporation and a private partnership. As part
of the reorganization, distributions will be made on June 30, 1998 to holders of
record of Boston Celtics Limited Partnership units on June 29, 1998.
Holders who elect to maintain their investment through the public
partnership will receive, for each unit of Boston Celtics Limited Partnership
held on June 29, 1998, a cash distribution of $1 and a distribution of $20
principal amount of new subordinated debentures to be issued by Boston Celtics
Limited Partnership. Alternatively, investors holding at least 100 units of
Boston Celtics Limited Partnership who properly elect to maintain their
investment through the private partnership will receive a distribution of one
limited partnership interest in the private partnership, Castle Creek Partners,
L.P., for each 100 units of Boston Celtics Limited Partnership held, and will
not receive either cash or subordinated debentures. The Castle Creek
interests will not trade on any market and will be subject to significant
transfer restrictions.
The Boston Celtics Limited Partnership units of holders who elect to
receive debentures and cash in the distribution will be converted in the
reorganization, on a one-to-one basis, into units of the public partnership,
Boston Celtics Limited Partnership II. Boston Celtics Limited Partnership units
held by holders who elect to receive Castle Creek private partnership interests
will be canceled.
The distributions will be made immediately before consummation of the
reorganization, which, subject to certain conditions, is expected to occur on
June 30, 1998. In accordance with New York Stock Exchange procedures, beginning
on June 25, 1998 through the close of business on June 30, 1998, units of Boston
Celtics Limited Partnership will begin trading with due bills representing the
right to receive the distributions. Units representing limited partnership
interests
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in Boston Celtics Limited Partnership II, the successor entity to Boston Celtics
Limited Partnership after the reorganization, will commence trading regular way
on July 1, 1998 under the symbol "BOS." In addition, the subordinated debentures
to be issued by Boston Celtics Limited Partnership will commence trading on the
New York Stock Exchange on July 1, 1998 under the symbol "BOS-38."
The National Basketball Association has asked Boston Celtics Limited
Partnership II, Castle Creek and several other Celtics-related entities to
enter into an agreement with the NBA in connection with the reorganization.
This agreement would apply certain NBA rules, which require NBA approval of
significant ownership transfers, to interests in each of the new partnerships.
Accordingly, significant transfers of interests in both Boston Celtics Limited
Partnership II and Castle Creek will be subject to NBA approval rules. These
rules currently apply to significant transfers of Boston Celtics Limited
Partnership units.
Boston Celtics Limited Partnership holds through subsidiaries the Boston
Celtics professional basketball team of the NBA. The team plays all of its home
games at the Fleet Center in Boston, Massachusetts.
