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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 30, 1998.
BOSTON CELTICS LIMITED PARTNERSHIP II
(FORMERLY KNOWN AS BOSTON CELTICS LIMITED PARTNERSHIP)
(Exact name of registrant as specified in its charter)
DELAWARE 19234 04-2936516
(State of Other (Commission File Number) (I.R.S. Employer
Jurisdiction 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.
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1. Name Change.
Effective June 30, 1998, the Certificate of Limited Partnership of
the Registrant was amended to change the name of the Registrant from Boston
Celtics Limited Partnership to Boston Celtics Limited Partnership II. Such
action was taken by the Registrant's General Partner pursuant to its authority
as General Partner under the Registrant's Amended and Restated Agreement of
Limited Partnership. The Certificate of Amendment of Certificate of Limited
Partnership of Boston Celtics Limited Partnership was filed with the Secretary
of State of the State of Delaware on June 29, 1998.
2. Press Release Respecting Reorganization.
On June 30, 1998, Boston Celtics Limited Partnership announced the
consummation of its reorganization, pursuant to which Boston Celtics Limited
Partnership II will list for trading its 6% Subordinated Debentures due 2038, a
copy of Boston Celtics Limited Partnership's press release is attached to this
Form 8-K as Exhibit 99. For further information regarding the reorganization,
see the Registrant's Registration Statement on Form S-4 (File No. 333-50367).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Text of press release, dated June 30, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities and 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 30, 1998
BOSTON CELTICS LIMITED PARTNERSHIP II
BY: BCLP II GP, Inc., its General Partner
BY: /s/ Richard G. Pond
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NAME: Richard G. Pond
TITLE: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT SEQUENTIALLY NUMBERED PAGE
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99 Press Release, dated June 30,
1998.
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FOR IMMEDIATE RELEASE
Contact: Richard G. Pond
(617) 854-8086
BOSTON CELTICS LIMITED PARTNERSHIP
CONSUMMATES REORGANIZATION
June 30, 1998. Boston, Massachusetts. Boston Celtics Limited Partnership
(NYSE: BOS) announced that its reorganization into two entities, a public
partnership taxable as a corporation and a private partnership, was completed
effective today. Holders who elected to continue their investment through the
public partnership received, for each unit of Boston Celtics Limited
Partnership held on June 29, 1998, a cash distribution of $1 and $20 principal
amount of new subordinated debentures issued by the existing partnership. In
addition, each of their outstanding partnership units was converted
automatically into one unit in the new public partnership. The new public
partnership will be known as "Boston Celtics Limited Partnership" and will
commence trading on the New York Stock Exchange on July 1, 1998 under the
symbol "BOS" the same symbol as the existing public partnership before the
reorganization. The existing partnership became a subsidiary of the new public
partnership and changed its name to "Boston Celtics Limited Partnership II".
The subordinated debentures will commence trading on the New York Stock
Exchange on July 1, 1998 under the symbol "BOS-38." Holders of
approximately __% of the outstanding Boston Celtics Limited Partnership units
elected to continue their investment in the public partnership.
Holders of approximately __% of the outstanding Boston Celtics Limited
Partnership units elected to continue their investment in the private
partnership and received one unit of Castle Creek Partners, L.P. for each 100
Boston Celtics Limited Partnership units held on June 29, 1998. The Castle
Creek units will not trade on any market and will be subject to significant
transfer restrictions.
As part of the reorganization, both the new public partnership, Boston
Celtics Limited Partnership, and the new private partnership, Castle Creek,
along with several other Celtics-related entities, have entered into an
agreement with the National Basketball Association. This agreement continues
application to the reorganized entities of the NBA rules, which, as in the
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past,among other things, require NBA approval of significant ownership changes
of the partnerships.
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