1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ------------------- For the fiscal year ended Commission file number June 30, 1995 19324 ------------------------- ---------------------- Boston Celtics Limited Partnership ---------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 04-2936516 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 151 Merrimac Street, Boston, Massachusetts 02114 ------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) (617) 523-6050 ---------------------------------------------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each Exchange Title of each class on which registered --------------------------------- --------------------- Units Representing Assignments of New York Stock Beneficial Ownership of Limited Exchange Partnership Interests Securities registered pursuant to Section 12(g) of the Act: None ---------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

2 BOSTON CELTICS LIMITED PARTNERSHIP 1995 FORM 10-K ANNUAL REPORT INDEX PART I Page Items 1 and 2. Business and Properties................................. 4 Item 3. Legal Proceedings....................................... 12 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters..................................... 13 Item 6. Selected Financial Data................................. 14 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations..................... 18 Item 8. Financial Statements and Supplementary Data............. 21 PART III Item 10. Directors and Executive Officers of the Registrant...... 22 Item 11. Executive Compensation.................................. 27 Item 12. Security Ownership of Beneficial Owners and Management.. 31 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K............................................. 33 Signatures.............................................................. 72 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ ].

3 The aggregate market value of the 2,809,343 Units held by non-affiliates of the Registrant as of September 20, 1995 was approximately $74,447,590, based on the closing price of the Units on the New York Stock Exchange on that date of $26.50 per Unit. For the purpose of this calculation, the two stockholders of the General Partner of the Partnership, who are also directors and officers of the General Partner and directors and officers of the General Partner and Unitholders of the Partnership, are treated as affiliates. No other officers, directors, employees or Unitholders are treated as affiliates for this purposes. As of September 20, 1995, there were 5,641,278 Units outstanding.

4 PART I ------ Items 1 and 2. Business and Properties --------------------------------------- General Boston Celtics Limited Partnership (the "Boston Celtics", "BCLP" or the "Partnership") a Delaware limited partnership, through Celtics Limited Partnership ("CLP"), its 99% owned limited partnership, owns and operates the Boston Celtics professional basketball team of the National Basketball Association, and through BCCLP Holding Corporation ("Holdings") and Celtics Investments Incorporated ("CII"), wholly-owned subsidiaries of BCLP and Holdings' wholly-owned subsidiary Celtics Capital Corporation ("CCC") (which holds investments) and Holdings' 99% owned limited partnership Boston Celtics Communications Limited Partnership ("BCCLP") and its 99% owned limited partnership Boston Celtics Broadcasting Limited Partnership ("BCBLP") owns and operates Television Station WFXT - Channel 25 ("WFXT") and until its sale on June 30, 1994 owned and operated Radio Station WEEI - 590 AM both of Boston, Massachusetts. The General Partner of BCLP is Celtics, Inc. ("CI"); the General Partner of CLP is Boston Celtics Corporation ("BCC"); the General Partner of BCCLP is Celtics Communications, Inc. ("CCI"); and the General Partner of BCBLP is BCCLP The General Partners of BCLP, CLP and BCCLP are Delaware corporations whose sole stockholders are Don Gaston, Paul Dupee, Paul Gaston (son of Don Gaston ) and an affiliate. Alan Cohen's interest in the general partners was acquired by Paul Gaston and an affiliate on August 30, 1995. The interest of Alan Cohen in Celtics, Inc. was acquired by Walcott Partners L.P. and his interests in Boston Celtics Corporation and Celtics Communications, Inc. were acquired by Paul E. Gaston on August 30, 1995. See Note Q of Notes to Consolidated Financial Statements for a description of these redemptions. The previously reported agreement between BCLP and Fox Television, Inc. ("FTS") pursuant to which FTS acquired BCBLP was closed on July 7, 1995 when FTS exercised its option (acquired for $15,000,000) for the acquisition of a 26% interest in BCBLP, converted $10,000,000 of convertible debt for an additional 25% interest in BCBLP and purchased the remaining 49% interest in BCBLP for $80,000,000 cash. Basketball Operations The Partnership, through CLP, owns and operates the Boston Celtics professional basketball team the "Boston Celtics" of the National Basketball Association (the "NBA").

5 The following table shows the performance of the Boston Celtics during the past 15 basketball seasons: <TABLE> <CAPTION> Regular Season Regular Place of Season Finish in Season Record Division Play-Off Results ------ ------- --------- ---------------- <C> <C> <S> <S> 1994-95....... 35-47 Third Lost in First Round of Conference Playoffs 1993-94....... 32-50 Fifth -- 1992-93....... 48-34 Second Lost in First Round of Conference Playoffs 1991-92....... 51-31 First Lost in Conference Semifinals 1990-91....... 56-26 First Lost in Conference Semifinals 1989-90....... 52-30 Second Lost in First Round of Conference Playoffs 1988-89....... 42-40 Third Lost in First Round of Conference Playoffs 1987-88....... 57-25 First Lost in Conference Finals 1986-87....... 59-23 First Lost in Championship Finals 1985-86....... 67-15 First NBA Champions 1984-85....... 63-19 First Lost in Championship Finals 1983-84....... 62-20 First NBA Champions 1982-83....... 56-26 Second Lost in Conference Semifinals 1981-82....... 63-19 First Lost in Conference Finals 1980-81....... 62-20 First NBA Champions </TABLE>

6 Sources of Revenues. The Boston Celtics derive their revenues principally from the sale of tickets to home games and the licensing of television, cable network and radio rights. The following table shows the contribution to revenues of the basketball operations from these sources and from miscellaneous other sources for each of the last three fiscal years: <TABLE> <CAPTION> Contribution to Revenues (in thousands) ------------------------------------------------------------------------ Television, Cable Ticket Sales and Radio Year -------------------- --------------------- ended Regular Regular Total June 30, Season(1) Playoffs Season(2) Playoffs Other Sources Revenues -------- --------- -------- --------- -------- ------------- -------- <C> <C> <C> <C> <C> <C> <C> 1995....... $22,037 $1,518 $20,956 $ 395 $7,419 $52,325 1994....... 20,239 -- 19,168 -- 5,176 44,583 1993....... 20,197 1,353 21,862 550 3,597 47,559 <FN> ___________________ <F1> Includes proceeds from exhibition games. <F2> Includes the Boston Celtics' share of revenues under the NBA national television contracts. </FN> </TABLE> Ticket Sales. The Boston Celtics play an equal number of home games and away games during the 82-game NBA regular season. In addition, the Boston Celtics play eight exhibition games prior to the commencement of the regular season. Under the NBA Constitution and By-laws, the Boston Celtics receive all revenues from the sale of tickets to regular season home games (subject to the NBA gate assessment) and no revenue from the sale of tickets to regular season away games. Generally, the Boston Celtics retain all revenues from the sale of tickets to home exhibition games played in Boston and Hartford (less appearance fees paid to the visiting team), and generally receive appearance fees for exhibition games played elsewhere.

7 The seating capacity of the Boston Garden is 14,890. The policy of the Boston Celtics has been, during the last several years, to limit the number of season tickets so that some tickets are available on a per game basis. During the last five seasons, the Boston Celtics have sold an average of 12,700 season tickets. See "Basketball Facilities" elsewhere herein for a discussion of the Partnership's commitment to move from the Boston Garden to the FleetCenter, which will have a seating capacity slightly in excess of 18,400 spectators, is located on a site adjacent to the Boston Garden and is scheduled to be opened on September 30, 1995. Television, Cable and Radio Broadcasting. The Partnership and the NBA license the television and radio broadcast rights to Celtics basketball games. The NBA, as agent for its members, licenses the national and international broadcast of the games under agreements with NBC Sports, a division of the National Broadcasting Company, (the "NBC agreement"), Turner Network Television, Inc., an affiliate of Turner Broadcasting, (the "TNT agreement"). Each of the NBA member teams shares equally in these license fees. In addition, the Partnership licenses the local over the air rights to broadcast away games under an agreement (subsequently assigned to New World Communications) with Gillett Communications of Boston, Inc., licensee of Television Station WSBK - Channel 38 (the "WSBK agreement") and licenses the cable rights to broadcast home games to Sportschannel New England Limited Partnership (the "Sportschannel agreement"). The Partnership licenses the rights to broadcast all games on radio under an agreement with American Radio Systems, Inc., licensee of Radio Station WEEI - 850AM (the "ARS agreement"). The NBC agreement, the TNT and the WSBK agreements extend through the 1997-98 season. The Sportschannel agreement extends through the 1998-99 season, with a right to an additional extension by Sportschannel through the 2000-01 season. The ARS agreement extends through the 1999-2000 season. Generally, these agreements provide for the broadcast of a specified number of games (pre-season, regular season and playoff games) at specified rights fees, which in some cases increase over the term of the contract and in some cases provide for revenue sharing, per game. The national agreements provide that the licensee identify the games which it wishes to broadcast and the local rights agreements provide for the pre-emption of games broadcast under the national license agreements. None of these agreements accounted for as much as 10%, respectively, of the Partnerships total revenues for the year ended June 30, 1995.

8 Other Sources. Other sources of revenues for the basketball operations include promotional and novelty revenues including royalties from NBA Properties, Inc. NBA Properties, Inc. ("NBA Properties") is a corporation organized in 1967 to which each NBA member has assigned the exclusive rights to the merchandising of its team name, insignia and other similar properties to the extent such rights were not previously assigned to others prior to the formation of NBA Properties. NBA Properties pays royalties to each NBA team in consideration of the receipt of such rights. This assignment is subject to the Boston Celtics' right to use their insignia and symbols in connection with the promotion of the team in their home territory and retail sales in their home arena. NBA Properties licenses other companies to manufacture and sell official NBA items such as sneakers, basketballs, warm-up jackets and sweatshirts, as well as certain non- sports items. Basketball Team Players. In general, the rules of the NBA permit each team to maintain an active roster of 12 basketball players during each regular season and up to 20 players in the off-season. The By-laws of the NBA require each member team to enter into a uniform player contract with each of its players. The following table sets forth certain information concerning the players under contract with the Boston Celtics as of September 22, 1995: <TABLE> <CAPTION> Last Years Season in Under Name Position NBA Contract ---- -------- ----- -------- <S> <S> <C> <C> Dee Brown . . . . . . Guard 5 1999-00 Sherman Douglas . . . Guard 6 1997-98 Pervis Ellison. . . . Center 6 1999-00 Rick Fox. . . . . . . Forward 4 1999-00 Greg Minor. . . . . . Forward 1 2003-04 Eric Montross . . . . Center 1 2004-05 Dino Radja. . . . . . Forward 3 1999-00 Dana Barros . . . . . Guard 6 2000-01 </TABLE> Coaches. The head coach of the Boston Celtics, M.L. Carr, was appointed to that position following the 1994-95 season. Mr. Carr has also been the Executive Vice President of Basketball Operations of the Boston Celtics since June 1994 and a player from 1979-1985. Mr. Carr is under contract with the Boston Celtics through the end of the 1998-99 season.

9 Don Casey is an assistant coach of the Boston Celtics. Prior to his appointment to this position in 1990, Mr. Casey served as interim head coach and an assistant coach of the Los Angeles Clippers, an NBA team, and an assistant coach of the Chicago Bulls, an NBA team. Previously, Mr. Casey was the head coach of Temple University men's basketball team. Mr. Casey is under contract with the Boston Celtics through the end of the 1997-98 season. Dennis Johnson is also an assistant coach of the Boston Celtics. Mr. Johnson was a scout for the Boston Celtics during the 1992-93 season and played for the Boston Celtics for the last 7 years of a 14 year NBA career. Mr. Johnson is under contract through the end of the 1997-98 season. John Kuester is also an assistant coach of the Boston Celtics. Mr. Kuester was the video coordinator/scout for the Boston Celtics for the past five seasons. Mr. Kuester is under contract with the Boston Celtics through the end of the 1996-97 season. Under its contracts with its head coach (including former head coach, Chris Ford) and assistant coaches, the Boston Celtics made total compensation payments totalling $1,060,000 during the 1994-95 season. During the 1995-96 season, the Boston Celtics are required to make salary payments to its coaches totalling $1,775,000. Collective Bargaining Agreement. The NBA and the NBA Players' Association ratified a collective bargaining agreement (the "Collective Bargaining Agreement") on September 15, 1995. The previous Collective Bargaining Agreement expired on June 23, 1994. The Collective Bargaining Agreement provides for maximum and minimum total team salaries to be paid to players. Both maximum and minimum team salaries are determined based on estimates prior to the start of each season. The maximum team salary (the "Salary Cap") for each team for a particular season, subject to certain exceptions, is the greater of a predetermined dollar amount or 48.04% of the projected Basketball-Related Income (as defined in the Collective Bargaining Agreement) of all NBA teams, divided by the number of NBA teams. There are various exceptions to the Salary Cap limitations, including exceptions relating to a team's replacing or re-signing its own veteran free agent players, replacing injured players, and signing rookies up to 120% of the rookie salary scale amount. These exceptions permit teams to have aggregate player compensation exceeding the specified Salary Cap. For example, subject to certain limitations, a team could re-sign any of its veteran free agents at any salary (effective with the 1997-98 season the increase is limited to an amount double the player's then current salary or the league average salary, whichever is higher), and could sign a new player to replace an injured player at a salary equal to up to 50% of the salary of such injured player, even if such new salaries caused the team to exceed the Salary Cap. The salary cap for the 1995-96 season has been set at $23 million and as of September 20, 1995, the Boston Celtics' total team compensation is beneath the salary cap.

10 The minimum team salary is designed to result in payments by NBA teams of total player salaries and benefits for a given season aggregating at least 75% of the Salary Cap each season. There is also a provision for minimum individual player salaries. Since the adoption of the Salary Cap limitations under a predecessor collective bargaining agreement, there have been various disputes among NBA members and between the NBA and its members and the Players' Association relating to the interpretation and application of the limitations in specific situations. Such disputes are resolved by an arbitrator or by a court-appointed special master whose decision is subject to judicial review. The Collective Bargaining Agreement also governs the rights of veteran free agents, teams' rights of first refusal with respect to veteran free agents, certain aspects of uniform player contracts, player pension and other benefits, the NBA draft of college players and other matters affecting the players. Basketball Facilities The Boston Celtics played most of their home games in the Boston Garden (the "Boston Garden"), a 14,890 seating capacity indoor sports arena located in downtown Boston. The Boston Garden is owned by New Boston Garden Corporation ("NBGC"), which is unaffiliated with the Boston Celtics, and was made available to the Boston Celtics under a License and Lease Agreement which ended at the conclusion of the 1994-95 season. On April 4, 1990, the Boston Celtics entered into a License/Lease Agreement and an Office Lease Agreement (collectively, the "Lease Agreement") with NBGC. The Lease Agreement was amended in certain respects and restated as of April 14, 1993. NBGC has developed a new building and sports entertainment facility which has a seating capacity in excess of 18,400 spectators in Boston (the "FleetCenter") to replace the Boston Garden. The FleetCenter, which is located on a site adjacent to the Boston Garden, is substantially completed and scheduled to open on September 30, 1995. Under the terms of the Lease Agreement, NBGC has granted to the Boston Celtics a license to use the basketball facilities at the FleetCenter and will provide to the Celtics approximately 11,000 square feet of office space. NBGC will generally be responsible for maintaining the FleetCenter and providing administrative personnel such as ushers, ticket takers, police and security personnel, announcers, scorers and statisticians. At the Boston Celtics' request, NBGC will be responsible for making all box office ticket sales and remitting the proceeds to the Boston Celtics. In general, NBGC will receive only premium fee revenues generated from preferred seating and executive boxes in the FleetCenter. Under the terms of the Lease Agreement, the Boston Celtics will not share in revenue from food and beverage concessions at the FleetCenter, but may sell programs at each game subject to the payment of a commission to NBGC's concessionaires and NBGC will also be licensed by the Boston Celtics to sell merchandise bearing the Boston Celtics' name, trademark and/or logo, subject to prior approval by, and payment of a commission to, the Boston Celtics.

11 The Lease Agreement provides that it will commence on the day that the FleetCenter is substantially completed and operational and extend for 10 full basketball seasons. NBGC may, at its option, extend the term of the Lease Agreement for five additional basketball seasons (the "Extended Term"), provided NBGC notifies the Boston Celtics during a specified period following the fifth anniversary of the commencement of the term of the Lease Agreement of its intention to exercise its option and subject to the NBGC making certain payments, based on its revenues, to the Boston Celtics during the Extended Term. During the years ended June 30, 1995, 1994, and 1993, the Boston Celtics made annual arena rental payments aggregating approximately $1,206,000, $1,203,000, and $1,265,000, respectively, for use of the Boston Garden and the Hartford Civic Center for exhibition, regular season and playoff home games (1995 and 1993). The Boston Celtics also lease approximately 14,600 square feet of space at 151 Merrimac Street, Boston, Massachusetts. This facility houses the Boston Celtics administrative offices. The term of this lease extends through December 2005, with an option to extend for one five year renewal period. Under the provisions of the Arena Lease Agreement with NBGC, the Boston Celtics are reimbursed for the cost of 10,000 square feet of office space during the 10 year term of the Arena Lease Agreement. Competition The Boston Celtics are the only professional basketball team in the Boston area. However, the Boston Celtics compete for spectator interest with all forms of professional and amateur sports conducted in and near Boston. During parts of the basketball season the Boston Celtics experience competition from professional hockey (the Boston Bruins), professional football (the New England Patriots), and professional baseball (the Boston Red Sox). In addition, the colleges and universities in the Boston area, as well as public and private schools, offer a full schedule of athletic events throughout the year. The Boston Celtics also compete for attendance with the wide range of other entertainment and recreational activities available in New England. The Boston Celtics also compete with other United States and foreign basketball teams, professional and otherwise, for available players.

12 Insurance The Boston Celtics maintain accidental death and dismemberment, disability and life insurance policies on most of its key players. These disability policies cover injuries which result in permanent and total disability, as well as temporary disability on injuries which cause less severe damage, but loss of player services for more than half a playing season. These policies would generally reimburse the Partnership for a substantial percentage of the payments which it would be required to make to such player under his contract. The waiting period for reimbursement under most temporary disability policies is 41 games. This Key Man Disability Insurance Plan is maintained by the NBA through a Master Policy Program, and underwritten by a leading national insurance company. The Boston Celtics participate in a workers' compensation policy and a high limit comprehensive general liability and umbrella policy maintained by the NBA. Included under that plan is protection for team sports participant's liability covering claims which may result from, among other things, certain injuries which may be incurred during player contests or exhibitions sponsored by the Team. The NBA has established a Disaster Plan which permits a team suffering an air or similar disaster to draft players from the other NBA teams subject to specified procedures. The NBA maintains an insurance policy that provides compensation to the team suffering the disaster, as well as those teams whose players are selected in such special draft. Broadcast Operations As described under Items 1 and 2 Business and Properties - General, FTS acquired BCBLP on July 7, 1995. Accordingly, all of the Broadcast operations of the Partnership have been disposed of and the Communications line of business has been designated a Discontinued Operation. Accordingly, the Statement of Income has been restated to account for such operations as Discontinued Operations for all periods presented. Employees In addition to the players and coaches, see "Basketball Operations -- Basketball Team," as of September 20, 1995, the Boston Celtics have 41 full-time employees engaged in operating, marketing, advertising and administrative activities. Item 3. Legal Proceedings -------------------------- As a member of the NBA, the Partnership is a defendant along with the other members in various lawsuits incidental to the NBA's basketball operations. The Partnership will generally be liable, jointly and severally, with all other members of the NBA for the costs of defending such lawsuits and any liabilities of the NBA which might result from such lawsuits.

13 PART II ------- Item 5. Market for Registrant's Common Equity and Related ------------------------------------------------------------ Stockholder Matters ------------------- The Partnership's Units are listed on the New York Stock Exchange and traded under the symbol "BOS". The following table sets forth, for the periods, indicated, the high and low sales prices per Unit on the New York Stock Exchange and cash distributions per Unit to Unitholders for the years ended June 30, 1995 and June 30, 1994, respectively. <TABLE> <CAPTION> Year Ended June 30, 1995 ---------------------------------- Sales Price Cash ----------------- Distribution Period High Low Declared ------ ---- --- ------------ <S> <C> <C> <C> First Quarter $21 7/8 $19 3/4 Second Quarter 24 1/8 20 3/8 $1.50 Third Quarter 21 7/8 20 3/4 Fourth Quarter 21 1/2 19 3/4 1.50 ----- $3.00 ===== <CAPTION> Year Ended June 30, 1994 ---------------------------------- Sales Price Cash ----------------- Distribution Period High Low Declared ------ ---- --- ------------ <S> <C> <C> <C> First Quarter $21 $18 Second Quarter 21 5/8 17 7/8 $1.25 Third Quarter 21 18 1/2 Fourth Quarter 22 18 3/4 ----- $1.25 ===== </TABLE> As of September 20, 1995, the approximate number of registered unitholders of the Partnership's Units was 66,056.

14 Item 6 - Selected Financial Data -------------------------------- Boston Celtics Limited Partnership and subsidiaries consolidated - (000's omitted, except for per unit data) <TABLE> <CAPTION> Year Ended June 30 --------------------------------- 1995 1994 1993 --------------------------------- <S> <C> <C> <C> Revenues $ 52,325 $ 44,583 $47,559 Costs and expenses 51,810 38,178 36,278 Interest expense, net (2,567) (1,665) (982) Net revenue from league expansion 7,114 Net proceeds from life insurance 5,592 Net realized and unrealized gains (losses) from marketable securities 110 (3,595) 79 -------- -------- ------- Income from continuing operations before income taxes 5,172 6,737 10,378 Provision for (benefit from) income taxes (345) (600) -------- -------- ------- Income from continuing operations 5,517 7,337 10,378 Income (loss) from discontinued operations 10,639 2,145 (5,150) Gain on disposal of discontinued operations 14,284 -------- -------- ------- Net income $ 16,156 $ 23,766 $ 5,228 ======== ======== ======= Income from continuing operations applicable to Limited Partners $ 5,396 $ 7,124 $10,214 Net income applicable to Limited Partners $ 15,545 $ 23,126 $ 5,157 Per unit: Income from continuing opeartions per unit $0.84 $1.11 $1.59 Net income per unit $2.43 $3.61 $0.80 Distributions to BCLP unitholders: Cash $1.50 $1.25 $1.25 Declared $1.50 Cash distributions to Boston Celtics Communications Limited Partners (the purchase price of BCCLP units) $2.40

15 <CAPTION> Balance Sheet Data: June 30 --------------------------------- 1995 1994 1993 --------------------------------- <S> <C> <C> <C> Current assets $186,101 $ 79,492 $50,976 Current liabilities 126,010 23,289 18,809 Total assets 210,655 102,933 73,347 Program broadcast rights payable - noncurrent portion 9,062 8,566 3,434 Deferred revenue 1,440 Deferred federal and state income taxes - noncurrent portion 6,000 2,900 Notes payable - noncurrent portion 60,000 60,000 69,560 Deferred compensation - noncurrent portion 14,850 18,248 9,760 Other noncurrent liabilities 4,024 850 Minority interest in Boston Celtics Broadcasting Limited Partnership 4,989 1,909 Partners' capital (deficit) (15,720) (12,829) (28,126) </TABLE>

16 Item 6 - Selected Financial Data (Continued) -------------------------------------------- Boston Celtics Limited Partnership and subsidiaries consolidated - (000's omitted, except for per unit data) <TABLE> <CAPTION> Year Ended June 30 -------------------- 1992 1991 -------------------- <S> <C> <C> Revenues $45,652 $40,790 Costs and expenses 37,797 29,499 Interest expense, net (135) (318) Net revenue from league expansion Net proceeds from life insurance Net realized and unrealized gains (losses) from marketable securities ------- ------- Income from continuing operations before income taxes 7,720 10,973 Provision for (benefit from) income taxes ------- ------- Income from continuing operations 7,720 10,973 Income (loss) from discontinued operations (6,642) (9,034) Gain on disposal of discontinued operations ------- ------- Net income $ 1,078 $ 1,939 ======= ======= Income from continuing operations applicable to Limited Partners 7,643 10,863 Net income applicable to Limited Partners 1,149 2,064 Per unit: Income from continuing opeartions per unit $1.19 $1.69 Net income per unit $0.18 $0.32 Distributions to BCLP unitholders: Cash $2.25 $1.40 Declared Cash distributions to Boston Celtics Communications Limited Partners (the purchase price of BCCLP units)

17 <CAPTION> Balance Sheet Data: June 30 -------------------- 1992 1991 -------------------- <S> <C> <C> Current assets $29,819 $33,363 Current liabilities 21,722 22,610 Total assets 56,058 63,083 Program broadcast rights payable - noncurrent portion 5,683 7,895 Deferred revenue 20 Deferred federal and state income taxes - noncurrent portion Notes payable - noncurrent portion 30,810 25,710 Deferred compensation - noncurrent portion 8,828 4,286 Other noncurrent liabilities Minority interest in Boston Celtics Broadcasting Limited Partnership Partners' capital (deficit) (10,985) (2,562) </TABLE>

18 Item 7. Management's Discussion and Analysis of Financial Condition ---------------------------------------------------------------------- and Results of Operations ------------------------- General Consolidated Income from Continuing Operations of Boston Celtics Limited Partnership and its Subsidiaries for the year ended June 30, 1995 was $5,517,000 or $0.84 per unit on revenues of $52,325,000 and Consolidated Net Income was $16,156,000 or $2.43 per unit compared with Consolidated Income from Continuing Operations of $7,337,000 or $1.11 per unit on revenues of $44,583,000 and Consolidated Net Income of $23,766,000 or $3.61 per unit during the year ended June 30, 1994. The Partnership reported Consolidated Income from Continuing Operations for the three months ended June 30, 1995 of $4,403,000 or $0.67 per unit on revenues of $9,404,000 and Consolidated Net Income of $7,602,000 or $1.15 per unit compared with Consolidated Income from Continuing Operations of $42,000 or $0.01 per unit on revenues of $8,491,000 and Consolidated Net Income of $3,858,000 or $0.58 per unit for the three months ended June 30, 1994. The previously reported agreement between the Partnership and Fox Television, Inc. (FTS) pursuant to which FTS acquired Boston Celtics Broadcasting Limited Partnership (BCBLP), which owned and operated television station WFXT, was closed on July 7, 1995. Accordingly, the income statement has been restated for all periods presented to report the results of operations of television station WFXT and radio station WEEI, sold on June 30, 1994, as discontinued operations. Gains from the sale to FTS of an option to acquire a 26% interest in BCBLP ($14,640,000) and the sale of radio station WEEI ($2,794,000) are included in discontinued operations in 1994, net of applicable income taxes ($3,150,000). The remaining gain from the sale of BCBLP to FTS (estimated to be $40,000,000, net of related income taxes of $20,000,000) will be included in income from discontinued operations in July 1995 when realized. Income from continuing operations for the year ended June 30, 1995 includes league expansion revenue ($7,114,000), increased player compensation ($8,965,000) and increased net interest expense ($1,000,000). Income from continuing operations for the year ended June 30, 1994 includes net insurance proceeds ($5,592,000) and net losses from marketable securities ($3,596,000). The Boston Celtics derive revenues principally from the sale of tickets to home games and the licensing of television, cable network and radio rights. A large portion of the Boston Celtics' annual revenues and operating expense is determinable at the commencement of each basketball season based on season ticket sales and the Boston Celtics' multi-year contracts with its players and broadcast organizations.

19 The operations and financial results of the Boston Celtics are seasonal. On a cash flow basis, the Boston Celtics receive a substantial portion of their receipts from the advance sale of season tickets during the months of July through October, prior to the commencement of the NBA regular season. Cash receipts from playoff ticket sales are received in March of any year for which the team qualifies for league playoffs. Most of the Boston Celtics' operating expenses are incurred and paid during the regular season, which extends from early November through late April. For financial reporting purposes the Boston Celtics recognize revenues and expenses on a game-by-game basis. Because the NBA regular season begins in November, the first quarter which ends on September 30th, will generally include limited or no revenue and will reflect a loss attributable to general and administrative expenses incurred in the quarter. Based on the present NBA game schedule, the Partnership will generally recognize approximately one-third of its annual regular season revenue in the second quarter, approximately one-half of such revenue in the third quarter and the remainder in the fourth quarter, and it will recognize its playoff revenue, if any, in the fourth quarter. Results of Operations The following discussion compares results of continuing operations of the Partnership and its subsidiaries for the year ended June 30, 1995 compared with the year ended June 30, 1994 and for the year ended June 30, 1994 compared with the year ended June 30, 1993. Revenues from regular season ticket sales increased by $1,798,000 or 9% in fiscal 1995 compared to 1994 and by less than 1% in fiscal 1994 compared to 1993. The increase in 1995 resulted primarily from an increase in ticket prices. Ticket prices were not increased in the year ended June 30, 1994. Regular season television and radio rights fees revenues increased by $1,788,000 or 9% in fiscal 1995 compared to 1994 and decreased by $2,693,000 or 12% in fiscal 1994 compared to 1993. The increase in fiscal 1995 compared to 1994 is primarily the result of increases in the NBA's national broadcasting contracts. The decrease in fiscal 1994 compared to fiscal 1993 is primarily the result of reductions in revenues from local television broadcast rights fees. Other, principally promotional advertising revenues increased by $2,242,000 or 43% in fiscal 1995 compared to 1994 and by $1,579,000 or 44% in fiscal 1994 compared to 1993. The increases in fiscal 1995 and 1994 are principally due to increased revenues from promotional activities ($1,721,000 in 1995 and $535,000 in 1994) and increased proceeds received from NBA properties from the licensing of novelty type products ($554,000 in 1995 and $1,053,000 in 1994).

20 The Boston Celtics played two home playoff games in fiscal 1995 which resulted in $1,913,481 of revenue. There were no playoff games played by the Boston Celtics in the 1993-94 season, accordingly, there were no playoff revenues or expenses in fiscal 1994. Playoff revenues vary from year to year depending on the number of home games played and the availability of such games for local television broadcast, and playoff expenses vary depending on the number of games played. Team expenses increased by $8,735,000 or 39% in fiscal 1995 compared to fiscal 1994 primarily as a result of increased player compensation ($8,965,000). Team expenses decreased by $2,274,000 or 9% in fiscal 1994 compared to fiscal 1993 primarily as a result of decreases in player compensation ($1,487,000). In addition, costs were reduced in fiscal year 1994 compared with 1993 as a result of a reduction in air travel costs ($450,000) and termination of the funding requirement for the NBA Pre-Pension player plan ($375,000) in fiscal 1994. Game expenses, primarily arena rental payments and the NBA assessment on gate receipts, increased by $119,000 or 4% in fiscal 1995 compared to 1994 primarily as a result of increased NBA assessments ($111,000) due to the increase in ticket revenues in fiscal 1995. Game expenses decreased by $207,000 or 7% in fiscal 1994 compared to fiscal 1993 primarily from reductions in exhibition game expenses ($134,000). Basketball playoff expense was $696,000 in fiscal 1995, primarily expenses related to the two home games played. There were no playoff games played in fiscal 1994. The playoff expense for fiscal 1993 was $609,000 related to the two home playoff games played in that season. General and administrative expenses increased $2,781,698 or 25% in fiscal 1995 compared to 1994 and $4,729,000 or 72% in fiscal 1994 compared to 1993. The increase in fiscal 1995 is primarily attributable to increased option expense ($2,324,000) and increased administrative salaries ($584,000). The increase in fiscal 1994 was primarily attributable to increased management fees ($1,276,000), incentive bonuses and stock option expense ($3,150,000), and increased salaries as a result of additional staffing ($1,817,000). Additionally, 1994 expenses do not include charges similar to the merger costs ($1,282,000) included in fiscal 1993. Selling and promotional expenses increased $1,296,000 or 93% in fiscal 1995 compared to 1994 and increased $243,000 or 21% in fiscal 1994 compared to 1993. The increase in fiscal 1995 compared to 1994 is primarily attributable to increased promotional and sponsorship costs ($740,000) and increased salary costs ($476,000). The increase in fiscal 1994 compared with 1993 was primarily attributable to increased promotional costs of the basketball operation.

21 Total depreciation and amortization increased $3,000 or 4% in fiscal 1995 compared to 1994 and $12,000 or 18% in fiscal 1994 compared to 1993. The increases in 1995 and 1994 are primarily attributable to additional depreciation related to additions to property and equipment at the basketball operation. Interest expense increased $5,061,000 or 126% in fiscal 1995 compared to 1994 and $2,246,000 or 127% in fiscal 1994 compared to 1993. The increase in fiscal 1995 and 1994 is primarily attributable to increased borrowings ($4,658,000 in 1995 and $2,246,000 in 1994). In addition, the 1995 increase included the effect of an increase in interest rates ($359,000). The Partnership had interest income of $6,508,000 and $2,347,000 in fiscal 1995 and 1994, respectively. Interest income increased $4,160,000 or 177% in fiscal 1995 compared to 1994 and $1,563,000 or 199% in fiscal 1994 compared to 1993. The increases are attributable to interest earned on the short-term investment of larger amounts of available funds. Liquidity and Capital Resources At June 30, 1995 the Partnership had approximately $39,563,000 of cash and cash equivalents, $45,133,000 of marketable securities and $67,558,000 of other short-term investments. In addition to these amounts, sources of funds available to the Partnership include funds generated by operations, capital contributions from partners and proceeds of $79,200,000 from the sale of BCBLP to FTS, Inc. on July 7, 1995. These resources will be used to repay commercial bank borrowings and notes related to redeemed partnership units (see Note Q of Notes to Consolidated Financial Statements) and for general partnership purposes, working capital needs or for possible acquisitions. The Partnership is not engaged in any negotiations relating to and has not made any commitments in connection with any such possible acquisitions. During the year ended June 30, 1995, a cash distribution of $1.50 per Unit was paid to the Unitholders of BCLP and an additional distribution of $1.50 per unit was declared on June 26, 1995 to unitholders of record on June 30, 1995 payable July 21, 1995. Future distributions will be determined by the General Partner based among other things on available resources and the needs of the Partnership. Management believes that its cash, cash equivalents and marketable securities together with cash from operations will provide adequate cash for the Partnership and its subsidiaries to meet their cash requirements through June 30, 1996. Item 8. Financial Statements and Supplementary Data ------------------------------------------------------ See Item 14.

22 PART III -------- Item 10. Directors and Executive Officers of the Registrant ------------------------------------------------------------- General Partner The general partner of the Partnership is Celtics, Inc., a Delaware corporation organized in 1986 (the "General Partner") which is wholly owned by Walcott Partners, L.P., a Gaston family partnership, and Paul R. Dupee, Jr. The Partnership's activities are managed and controlled by the General Partner. The General Partner of CLP is Boston Celtics Corporation (the "Basketball General Partner"). Don F. Gaston, Paul E. Gaston and Paul R. Dupee, Jr. are the sole stockholders of the Basketball General Partner. CLP's activities are managed and controlled by the Basketball General Partner. The general partner of BCCLP and BCBLP is Celtics Communications, Inc. (the "General Partner of the Broadcast Operations"). Paul E. Gaston, Don F. Gaston (Paul Gaston's father), and Paul R. Dupee, Jr. are the sole stockholders of the General Partner of the Broadcast Operations. The Broadcast Operations' activities are managed and controlled by the General Partner of the Broadcast Operations. The interest of Alan Cohen in Celtics, Inc. was acquired by Walcott Partners L.P. and his interests in Boston Celtics Corporation and Celtics Communications, Inc. were acquired by Paul E. Gaston on August 30, 1995. See Note Q of Notes to Consolidated Financial Statements for a description of these redemptions. Management fee obligations of $2,333,974, $2,873,942, and $1,481,444 applicable to Celtics, Inc., general partner of the Partnership, Boston Celtics Corporation, general partner of CLP, and Celtics Communications, Inc., general partner of BCCLP and BCBLP were charged to operations during the years ended June 30, 1995, 1994, and 1993, respectively. Boston Celtics Corporation receives a management fee of $750,000 per annum subject to annual increases based on annual cash flows from basketball operations after June 30, 1989. Celtics Communications, Inc. receives management fees from BCCLP and BCBLP based on a percentage of sales. The rates of these fees were 1% through December 31, 1992 and 2% thereafter. In accordance with the partnerships' partnership agreements, each item of income, gain, loss and deduction is allocated and distributions are made to the partners and Unitholders in accordance with their respective percentage interests.

23 Directors and Executive Officers The following table sets forth, for each of the directors and executive officers of the General Partner, and certain officers of the Basketball Subsidiary Partnership and the Communications Group Subsidiary Partnerships, his principal occupation, age and business experience during the past five years. All of the directors and officers are U.S. citizens and the business address of each is c/o Boston Celtics Limited Partnership, 151 Merrimac Street, Boston, Massachusetts 02114. <TABLE> <CAPTION> Name Age Position ---- --- -------- <S> <C> <S> Paul E. Gaston............. 38 Chairman of the Board Paul R. Dupee, Jr.......... 52 Vice-Chairman of the Board Stephen C. Schram.......... 38 Director and President Thomas M. Bartlett, Jr..... 69 Executive Vice President, Chief Financial Officer, Treasurer and Director Richard G. Pond............ 35 Vice President, Controller and Secretary Don F. Gaston.............. 61 Director Paula B. Gaston............ 61 Director John H.M. Leithead......... 37 Director John B. Marsh, III......... 37 Director Arnold "Red" Auerbach...... 78 President of the Basketball Subsidiary Partnership Michael L. "ML" Carr....... 43 Executive Vice President of Basketball Operations of the the Basketball Subsidiary Partnership David R. Gavitt............ 57 Vice Chairman of the Basketball Subsidiary Partnership Jan Volk................... 48 Executive Vice President and General Manager of the Basketball Subsidiary Partnership Stuart Layne............... 41 Executive Vice President of Marketing and Sales of the Basketball Subsidiary Partnership Gerald R. Walsh............ 50 President of the Communications Group Subsidiary Partnerships </TABLE>

24 The General Partner has an Audit Committee composed of Mr. Leithead and Mr. Marsh, independent directors and Mr. Paul Gaston. The independent directors will be reimbursed for their expenses, and will receive directors' fees equal to $1,000 per month and $2,500 per meeting attended with respect to their services as directors of the General Partner. Messrs. Leithead and Marsh received $14,500 each in directors' fees in fiscal 1995. Directors are named by the stockholders of the general partner and serve until their successors are named. The General Partner's officers are appointed by, and serve at the discretion of, the Board of Directors. Mr. Paul E. Gaston succeeded his father, Don F. Gaston, as Chairman of the Board of the CLP General Partner in September 1993. He became Chairman of the Board of the General Partner of the Partnership in December 1992 and had been a Director since September 1992. Upon its formation in November 1992, he became Managing Director of Walcott Limited Partnership, a Gaston family partnership whose investments include limited partnership interests in the Partnership and shares in Celtics, Inc., the General Partner of the Partnership. From inception in 1990 to June 1992 he was Co-chairman and since June 1992 has been Chairman of the Board of Directors of Celtics Communications, Inc., the general partner of Boston Celtics Communications Limited Partnership. Mr. Paul E. Gaston is the son of Don F. and Paula B. Gaston. Mr. Dupee became Vice-Chairman of the Board of Directors of Boston Celtics Incorporated in September 1983 and has served as a Director of the BCCLP General Partner since its inception in 1990. Mr. Dupee was Chairman of the Board of London Investment Trust, PLC, a large international futures and options brokering and clearinghouse from 1987 to January 1988. Mr. Dupee was President of Providence Capitol, Ltd. from 1982 until its liquidation in December 1986. Prior thereto, he was associated with Gulf & Western Industries, Inc., most recently as a Vice President and President of its Providence Capitol Division. Since 1986, Mr. Dupee has been a private investor. Mr. Schram was named President and became a Director of the General Partner of the Partnership in December 1992. He became President and Director of the BCCLP General Partner in August 1992. From 1984 to 1991, Mr. Schram was a Vice President of the Fixed Income Securities Division of Morgan Stanley & Co. Mr. Bartlett was named Executive Vice President and became a Director of the General Partner of the Partnership in December 1992. He has been a financial consultant, primarily to BCLP and to the Principal BCLP Holders, since January 1986 and has served as a Director of BCCLP General Partner since its inception in 1990. From October 1972 to December 1985, he was associated with Gulf & Western Industries, Inc., a diversified manufacturing, services and entertainment company, most recently as a Vice President. Prior to October 1972, he was a senior audit manager with the international accounting firm of Price Waterhouse.

25 Mr. Pond was named Vice President, Controller and Secretary of the General Partner of the Partnership in December 1992. He has been employed by BCLP since July 1992. From July 1981 to June 1992, he was with the international accounting firm of Ernst & Young, most recently as a senior audit manager. Mr. Don F. Gaston has served as a Director of the General Partner's of BCLP and CLP since his resignation as Chairman of the Board of BCLP in December 1992 and CLP in September 1993. He was succeeded in each of these positions by his son, Paul E. Gaston. He became Chairman of the Board of Directors of Boston Celtics Incorporated in September 1983 when he, together with Messrs. Cohen and Dupee, acquired the Boston Celtics Franchise. He has served as a Director of the BCCLP General Partner since its inception in 1990. Mr. Gaston was Chairman of the Board of Providence Capitol, Ltd. from July 1982 until its liquidation in December 1986. From 1962 to June 1982, he was associated with Gulf & Western Industries, Inc. in various capacities, including Executive Vice President, director and member of the Executive Committee. Mr. Gaston is the husband and father respectively, of Paula B. Gaston and Paul E. Gaston. Mrs. Paula B. Gaston became a Director of the General Partner of BCLP in September 1992 and a Director of the General Partner of CLP in October 1992. She is a private investor and is the wife of Mr. Don F. Gaston and the mother of Paul E. Gaston. Mr. Leithead became a Director of the BCLP General Partner in October 1992. Mr. Leithead worked for International Business Machines Corporation as an executive in the National Marketing Division from 1979 to 1985. From 1985 to 1993, he was an executive of R.R. Donnelley & Sons Company. Since September 1993 he has been employed as an executive at Arandell Schmidt. Mr. Marsh became a director in September 1992. From 1985 to 1988 Mr. Marsh was a Vice President in the international arbritage department of Merrill Lynch Pierce Fenner and Smith. From 1988 to 1991 he was a Vice President at Duetsche Bank Capital Corporation where he headed an international arbritage securities trading group. Since 1991 he has been Chief Executive Officer and President of Saicor Ltd., an investment banking firm specializing in emerging markets. Mr. Auerbach has been President of the Boston Celtics basketball operations since 1981. From 1950 to 1966, Mr. Auerbach was head coach of the Boston Celtics and, during that period, the Boston Celtics won the NBA championship 11 times. Mr. Auerbach was General Manager of Boston Celtics Incorporated, or its predecessors, from 1966 to 1983. Mr. Auerbach has been inducted into the Basketball Hall of Fame.

26 Mr. Carr was named Executive Vice President of Basketball Operations of the Basketball subsidiary Partnership on June 16, 1994 and coach of the Boston Celtics in June 1995. Since 1987 he has owned and operated various businesses. In 1992 he was named Executive Director of Community Affairs for the Boston Celtics. Mr. Carr played professional basketball from 1973 to 1985. From 1979 through 1985 he played for the Boston Celtics. Mr. Gavitt became Vice Chairman of the Basketball Subsidiary Partnership on September 21, 1994. He was Senior Executive Vice President and Chief Operating Officer of the Boston Celtics basketball operations from June 1990 to September 1994. Prior to that time, he was Commissioner of the Big East Conference, a collegiate sports conference, since its inception in 1979. Mr. Gavitt is a past president of USA Basketball. Mr. Volk has been associated with the Boston Celtics basketball operations since 1971 and has been Executive Vice President and General Manager since 1984. He was Assistant General Manager from 1981 to 1984 and General Counsel from 1974 to 1984. From 1971 to 1974, Mr. Volk was Director of Sales. Mr. Layne has been with the Boston Celtics basketball operations since March 1994. He was named Executive Vice President of Marketing and Sales in May 1995. From March 1994 to May 1995 Mr. Layne was Vice President of Planning and Special Events. Prior to joining the Boston Celtics, Mr. Layne was with the Seattle Mariners professional baseball team as its Vice President of Marketing for four years, and he previously worked in broadcasting with CBS and Emmis Broadcasting for eleven years. Mr. Walsh has been President of the Boston Celtics broadcast operations since it acquired Television Station WFXT - Channel 25 and Radio Station WEEI - 590 AM in May 1990. From September 1989 to May 1990, he was General Manager of WFXT, Inc., the prior owner of the television station. From 1983 until August 1989, Mr. Walsh was the President and General Manager of WLVI-TV, Channel 56 in Boston.

27 Item 11. Executive Compensation --------------------------------- The following Summary Compensation Table sets forth the compensation of each of the Chief Executive Officer and the four most highly compensated executive officers of the Partnership whose annual salary and bonus, if any, exceeded $100,000 for services in all capacities to the Partnership during the last three fiscal years. Summary Compensation Table -------------------------- <TABLE> <CAPTION> Long Term Annual Compensation Fiscal Compensation Awards - Year -------------------------------- ------------ Ended Salary Bonus Other Options/SARs Name and Principal Position June 30, ($) ($) ($) (Units) ---------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> Paul E. Gaston 1995 400,000 828,112 - - Chief Executive Officer 1994 400,000 1,149,000 - 250,000 and Chairman of the Board 1993 - - - - Stephen C. Schram 1995 400,000 828,112 - - Director and President 1994 400,000 1,149,000 - 250,000 1993 - - - - Thomas M. Bartlett, Jr. 1995 300,000 150,000 - - Executive Vice President, 1994 250,000 125,000 - 30,000 Chief Financial Officer 1993 200,000 - - - and Treasurer Arnold "Red" Auerbach 1995 250,000 100,000 - - President of the Basketball 1994 250,000 - - - Subsidiary Partnership 1993 250,000 - - - M.L. Carr 1995 500,000 - - - Executive Vice President of 1994 40,000 - - - Basketball Operations 1993 40,000 - - - David R. Gavitt (1) 1995 600,000 80,000(2) Senior Executive Vice President 1994 600,000 133,000(2) and Chief Operating Officer of 1993 600,000 100,000(2) the Basketball Subsidiary Partnership Gerald R. Walsh 1995 453,000 - President of the Communications 1994 375,000 - Group Subsidiary Partnership 1993 337,500 -

28 <FN> ___________________ <F1> In addition, in 1995 a consulting fee of $175,000 was paid to Craigville Associates and in 1994 a consulting fee of $200,000 was paid to DRG Corporation, entities of which Mr. Gavitt is President. <F2> Includes $44,000, $64,000 and $70,000 related to an apartment furnished to Mr. Gavitt in the years ended June 30, 1995, 1994 and 1993, respectively. </FN> </TABLE>

29 Aggregated Option Exercises and Option Values --------------------------------------------- <TABLE> <CAPTION> Paul E. Stephen C. Thomas M. Gaston Schram Bartlett, Jr. ------- ---------- ------------- <S> <C> <C> <C> Shares acquired on exercise (num) none none none Number of unexercised options at year end (num) (1): Exercisable 150,000 150,000 30,000 Unexercisable 100,000 100,000 none Value of unexercised in the money options at year end ($) (2): Exercisable 1,387,500 1,387,500 277,500 Unexercisable 925,000 925,000 none <FN> -------------------- <F1> Options for 500,000 units become exercisable in installments as follows: </FN> </TABLE> <TABLE> <CAPTION> Aggregate Amount of Period Option Exercisable --------------------------------------------------------------- <C> <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% <FN> Options for the remaining 30,000 units became exercisable June 30, 1994. <F2> Represents the difference between the market price on June 30, 1995 and the exercise price on that date. </FN> </TABLE>

30 Employment and Consulting Agreements The Partnership In August 1993, the Board of Directors of the General Partner of BCLP approved compensation arrangements and incentive plans for Paul E. Gaston, Chairman of the Board and Stephen C. Schram, President, respectively, of the Partnership. Mr. Gaston and Mr. Schram shall each be employed on an at will basis, with compensation at the rate of $400,000 per annum. The incentive plan, which is subject to annual review, provides that each of Mr. Gaston and Mr. Schram shall receive annual incentive payments, commencing with the fiscal year ending June 30, 1994, of 5% of the amount by which Consolidated Net Income before taxes on income of BCLP for the related fiscal year exceeds $8,000,000, payable not later than 10 days after the issuance of audited financial statements of BCLP. During the years ended June 30, 1995 and 1994, incentive bonuses amounted to $828,000 and $749,000, respectively, each. The Basketball Operations Under an agreement dated as of March 13, 1981, as amended, Red Auerbach has been retained to serve as a consultant to the Boston Celtics for the remainder of his life. For such services, Mr. Auerbach will receive compensation totalling $250,000 per year for his lifetime. In fiscal 1995, Mr. Auerbach received a bonus payment of $100,000. Upon Mr. Auerbach's death, his wife shall be entitled to receive for the balance of her life monthly payments equal to those that would have otherwise been paid to Mr. Auerbach. Mr. Auerbach shall advise the Boston Celtics with respect to, among other things, the team's selections in the NBA college draft, evaluation of college and professional players and the performance of the team and the players for as long as he is physically able to perform such services. Under an agreement dated June 19, 1995, Michael L. (ML) Carr agreed to serve as Coach of the Boston Celtics and Executive Vice President of Basketball Operations of the Basketball Subsidiary through June 30, 1999 at an annual salary of $1,000,000. Under an agreement dated June 1, 1990, as amended September 21, 1994, David R. Gavitt agreed to serve as Vice-Chairman of the Basketball Subsidiary through May 31, 1998. In return for Mr. Gavitt's services, he will receive an annual salary at the rate of $300,000 through June 1997, $200,000 through June 1998, $100,000 through June 2000 and $50,000 through June 2001. Under the terms of an agreement effective as of July 1, 1995, Mr. Volk agreed to serve as General Manager of the Boston Celtics basketball operations through June 30, 1995 at a salary of $375,000 in fiscal 1996, rising to $425,000 in fiscal 1998.

31 Item 12. Security Ownership of Certain Beneficial Owners and Management ------------------------------------------------------------------------- The following table sets forth certain information regarding the Partnership's Units beneficially owned on September 20, 1995 by (i) each person who is known by the Partnership to beneficially own more than five percent (5%) of the outstanding Units, by (ii) each director of the General Partner, by (iii) each executive named in the Summary Compensation Table and by (iv) all directors and officers of the General Partner as a group. All information with respect to beneficial ownership has been furnished by the respective Unitholders to the Partnership. <TABLE> <CAPTION> Percent of 5% Unitholders, Number of Outstanding Directors and Officers Units Units(1) ---------------------- --------- ----------- <S> <C> <C> Don F. Gaston and Paula B. Gaston 743,885(2) 13.2% 33 East 63rd Street New York, New York 10021 Paul R. Dupee, Jr. 780,000(4) 13.8 10 Wilton Row London, England Alan N. Cohen 0(5) -- 560 Lexington Avenue New York, New York 10022 Paul E. Gaston 1,458,050(3) 23.2 33 East 63rd Street New York, New York 10021 Stephen C. Schram 150,000(6) -- 33 East 63rd Street New York, New York 10022 Thomas M. Bartlett, Jr. 30,000(6) -- 151 Merrimac Street Boston, Massachusetts 02114 Arnold "Red" Auerbach 5,000 -- 151 Merrimac Street Boston, Massachusetts 02114 Jan Volk 2,500 -- 151 Merrimac Street Boston, Massachusetts 02114 David R. Murphey, III 465,700 8.3 Murphey Capital, Inc. P.O. Box 18065 Tampa, Florida 33681-8065

32 All directors and officers as a group (9 persons) 2,831,935 50.2 <FN> ___________________ <F1> Percent of Outstanding Units for a particular Unitholder will be greater than such Unitholder's percentage interest in the Partnership, due to the 1% interest in the Partnership held by the General Partner. <F2> Includes 320,000 Units held by Brookwood Investments Limited Partnership, a partnership owned by Don F. and Paula B. Gaston of which Don F. Gaston is the General Partner. <F3> Includes 1,300,000 Units held by Walcott Partners L. P., a Gaston family partnership and 150,000 units issuable upon exercise of options which are currently exercisable or become exercisable within a 60 day period after September 20, 1995 . The General Partner of Walcott Partners L. P. is Draycott, Inc. wholly owned by Paul E. Gaston who is the only officer and director. For the purpose of this table, Mr. Paul E. Gaston is deemed to be the beneficial owner of these Units. <F4> Includes 320,000 Units held by Westbury Partners L. P., a partnership in which Paul R. Dupee Jr. is the 99% General Partner. <F5> On August 30, 1995 the Partnership redeemed Mr. Cohen's units and those of his children. See Note Q of Notes to Consolidated Financial Statements for a description of these redemptions. <F6> Represents units issuable upon exercise of options which are currently exercisable or become exercisable within a 60 day period after September 20, 1995. </FN> </TABLE> Unless otherwise indicated, all parties have both exclusive voting and investing power.

33 PART IV ------- Item 14. Financial Statements and Exhibits (a) The following documents are filed as part of this report: 1. Financial Statements: The financial statements listed in the accompanying List of Financial Statements and Financial Statement Schedules are filed as part of this report. 2. Exhibits: The Exhibits listed below are filed as part of this report. (3) (a) -- Certificate of Limited Partnership of Boston Celtics Limited Partnership, as amended(1) (b) -- Agreement of Limited Partnership of Boston Celtics Limited Partnership(1) (c) -- Certificate of Incorporation of Celtics, Inc.(1) (d) -- By-laws of Celtics, Inc.(1) (e) -- First Amendment to Amended and Restated Agreement of Limited Partnership(7) (4) (a) -- Form of Certificate of Limited Partnership Interest(1) (b) -- Form of Unit Certificate(1) (c) -- Form of Eligibility Certification(1) (10) (a) -- Form of Transfer Agent Agreement by and among Boston Celtics Limited Partnership, The First National Bank of Boston, N.A., Celtics, Inc. and BC ALP, Inc.(1) (b) -- Joint Venture Agreement by and among NBA member organizations(1) (c) -- Constitution and By-laws of the National Basketball Association(1) (d) -- Agreement dated December 20, 1985 between CBS Sports, a division of CBS, Inc., and the NBA (confidential treatment previously granted)(1) (e) -- Agreement dated June 18, 1984, as amended on April 9, 1986, between Turner Broadcasting System, Inc. and the NBA (confidential treatment previously granted)(1) (f) -- Amendment dated January 19, 1988 to Agreement dated June 18, 1984, as amended on April 9, 1986, between Turner Broadcasting System Inc. and the NBA (confidential treatment previously granted)(2)

34 (g) -- Telecast Rights Agreement, dated April 3, 1984, among Boston Celtics Incorporated, Gannett Massachusetts Broadcasting, Inc. and Gannett Co., Inc. (confidential treatment previously granted)(1) (h) -- Agreement, dated as of October 1, 1987, between Sportschannel New England Limited Partnership and Boston Celtics Limited Partnership (confidential treatment previously granted)(2) (i) -- Radio Broadcasting Rights Agreement dated October 27, 1986, between Boston Celtics Incorporated, Helen Broadcasting Partnership Limited Partnership and Papa Gino's of America, Inc. (confidential treatment previously granted)(1) (j) -- License and Lease Agreement, dated July 1, 1983, between New Boston Garden Corporation and Boston Celtics Incorporated (confidential treatment previously granted)(1) (k) -- Amendment to License and Lease Agreement dated July 1, 1983 between New Boston Garden Corporation and Boston Celtics Incorporated(3) (l) -- Promotional Agreement, dated as of July 1987, between Boston Celtics Limited Partnership and The Hartford Civic Center and Coliseum Authority (confidential treatment previously granted)(2) (m) -- Agreement, dated May 13, 1981, as amended, between Arnold Auerbach and Boston Celtics Incorporated(1) (n) -- Agreement, dated December 8, 1983, as amended, between Jan Volk and Boston Celtics Incorporated(1) (o) -- Form of Revolving Credit Agreement, dated as of November 24, 1986, between Boston Celtics Limited Partnership and the First National Bank of Boston(1) (p) -- Collective bargaining agreement, dated as of November 1, 1988, between the NBA and the National Basketball Players Association(4) (q) -- Asset Purchase Agreement among Boston Celtics Broadcasting Limited Partnership, Celtics Communications, Inc. and WFXT, Inc. dated as of November 21, 1989, including exhibits thereto, as amended(5) (r) -- Asset Purchase Agreement by and among Boston Celtics Acquisitions Limited Partnership, Celtics Communications, Inc., The Helen Broadcasting Company Limited Partnership and The Helen Broadcasting Corp. dated as of October 30, 1989, including exhibits thereto and letter agreement dated May 11, 1990(5)

35 (s) -- Facility One Revolving Credit Note made by Boston Celtics Acquisitions Limited Partnership and Boston Celtics Limited Partnership in favor of Shawmut Bank, N.A. dated May 11, 1990(5) (t) -- Facility Two Revolving Credit Note made by Boston Celtics Acquisitions Limited Partnership and Boston Celtics Limited Partnership in favor of Shawmut Bank, N.A. dated May 11, 1990(6) (u) -- Revolving Credit Note made by Boston Celtics Broadcasting Limited Partnership and Boston Celtics Limited Partnership in favor of Shawmut Bank, N.A. dated May 11, 1990(6) (v) -- Accommodation Fee Agreement between Boston Celtics Limited Partnership, Boston Celtics Acquisitions Limited Partnership, Celtics Holdings Corp. and Boston Celtics Communications Limited Partnership dated as of May 11, 1990(6) (w) -- Accommodation Fee Agreement between Boston Celtics Limited Partnership, Boston Celtics Broadcasting Limited Partnership, Celtics Sub Corp. and Boston Celtics Communications Limited Partnership dated as of May 11, 1990(6) (x) -- Revolving Credit and Term Loan Agreement among Boston Celtics Broadcasting Limited Partnership, Celtics Sub Corp., Boston Celtics Communications Limited Partnership, Boston Celtics Limited Partnership and Shawmut Bank, N.A. dated as of May 11, 1990(6) (y) -- Revolving Credit and Term Loan Agreement among Boston Celtics Acquisitions Limited Partnership, Celtics Holdings Corp., Boston Celtics Communications Limited Partnership, Boston Celtics Limited Partnership and Shawmut Bank, N.A. dated as of May 11, 1990(6) (z) -- Agreement dated November 29, 1989 by and between the National Basketball Association and Turner Network Television, Inc. (confidential treatment previously granted)(7) (aa) -- NBA/NBC Network Television Agreement dated November 9, 1989 by and between the National Basketball Association and NBC Sports, a division of National Broadcasting Company, Inc. (confidential treatment previously granted)(7) (bb) -- License/Lease Agreement dated April 4, 1990 between Boston Celtics Limited Partnership and New Boston Garden Corporation (confidential treatment previously granted)(7)

36 (cc) -- Office Lease Agreement dated April 4, 1990 between Boston Celtics Limited Partnership and New Boston Garden Corporation (confidential treatment previously granted)(7) (dd) -- Letter Agreement dated June 1, 1990 between Boston Celtics Limited Partnership and David R. Gavitt (confidential treatment previously granted)(7) (ee) -- Television Broadcasting Rights Agreement between Boston Celtics Limited Partnership and Boston Celtics Broadcasting Limited Partnership dated as of July 27, 1990(7) (ff) -- Extended, Amended and Restated Radio Broadcasting Rights Agreement among Boston Celtics Limited Partnership and Boston Celtics Acquisitions Limited Partnership dated May 11, 1990(7) (gg) -- Letter Agreement dated April 4, 1990 between the Boston Celtics Limited Partnership and New Boston Garden Corporation (confidential treatment requested)(7) (hh) -- Letter Agreement regarding Demand Promissory Note made by Boston Celtics Broadcasting Limited Partnership to Shawmut Bank, N.A. dated February 8, 1991(8) (ii) -- Demand Promissory Note made by Boston Celtics Broadcasting Limited Partnership and Boston Celtics Limited Partnership, dated as of February 11, 1991(8) (jj) -- Agreement dated October 23, 1990 by and among Boston Celtics Broadcasting Limited Partnership, Celtics Sub Corp., Boston Celtics Communications Limited Partnership and Boston Celtics Limited Partnership regarding the effectiveness of the Stage II Television Loan Agreement(9) (kk) -- Revolving Credit and Term Loan Agreement dated as of November 1, 1990 by and among Boston Celtics Broadcasting Limited Partnership, Boston Celtics Communications Limited Partnership, Boston Celtics Limited Partnership and Shawmut Bank, N.A.(9) (ll) -- Revolving Credit Note dated November 1, 1990 made by Boston Celtics Broadcasting Limited Partnership and Boston Celtics Limited Partnership in favor of Shawmut Bank, N.A.(9) (mm) -- Security Agreement dated November 1, 1990 by and between Boston Celtics Broadcasting Limited Partnership and Shawmut Bank, N.A.(9) (nn) -- Guaranty dated November 1, 1990 executed by Boston Celtics Communications Limited Partnership in favor of Shawmut Bank, N.A.(9)

37 (oo) -- Agreement dated October 23, 1990 by and among Boston Celtics Acquisitions Limited Partnership, Celtics Holdings Corp., Boston Celtics Communications Limited Partnership, Boston Celtics Limited Partnership and Shawmut Bank, N.A. regarding the effectiveness of the Stage II Radio Loan Agreement(9) (pp) -- Revolving Credit and Term Loan Agreement dated November 1, 1990 by and among Boston Celtics Communications Limited Partnership, Boston Celtics Limited Partnership and Shawmut Bank, N.A.(9) (qq) -- Facility One Revolving Credit Note dated November 1, 1990 made by Boston Celtics Communications Limited Partnership and Boston Celtics Limited Partnership in favor of Shawmut Bank, N.A.(9) (rr) -- Facility Two Revolving Credit Note dated November 1, 1990 made by Boston Celtics Communications Limited Partnership and Boston Celtics Limited Partnership in favor of Shawmut Bank, N.A.(9) (ss) -- Security Agreement dated November 1, 1990 by and between Boston Celtics Communications Limited Partnership and Shawmut Bank, N.A.(9) (tt) -- Amendment No. 1 to revolving Credit and Term Loan Agreement (Radio) (Stage Two) among Boston Celtics Communications Limited Partnership, Boston Celtics Limited Partnership and Shawmut Bank, N.A. dated as of April 10, 1991(9) (uu) -- Stage Two - Radio Facility One (Amended) Revolving Credit Note made by Boston Celtics Communications Limited Partnership and Boston Celtics Limited Partnership in favor of Shawmut Bank, N.A. dated April 10, 1991(9) (vv) -- Stage Two - Radio Facility Two (Amended) Revolving Credit Note made by Boston Celtics Communications Limited Partnership and Boston Celtics Limited Partnership in favor of Shawmut Bank, N.A. dated April 10, 1991(9) (ww) -- Letter Agreement Relating to Security Agreement between Boston Celtics Communications Limited Partnership and Shawmut Bank, N.A. dated April 10, 1991(9) (xx) -- Amendment No. 1 to revolving Credit and Term Loan Agreement (Television) (Stage Two) among Boston Celtics Broadcasting Limited Partnership, Boston Celtics Communications Limited Partnership, Boston Celtics Limited Partnership and Shawmut Bank, N.A. dated as of April 10, 1991(9)

38 (yy) -- Stage Two - Television (Amended) Revolving Credit Note made by Boston Celtics Broadcasting Limited Partnership and Boston Celtics Limited Partnership in favor of Shawmut Bank, N.A. Dated April 10,1991(9) (zz) -- Letter Agreement Relating to the Communications Limited Partnership Guaranty between Boston Celtics Communications Limited Partnership and Shawmut Bank, N.A. dated April 10, 1991(9) (aaa) -- Letter Agreement Relating to Security Agreement between Boston Celtics Broadcasting Limited Partnership and Shawmut Bank, N.A. dated April 10, 1991(9) (bbb) -- Intercreditor Agreement among Boston Celtics Broadcasting Limited Partnership, WFXT, Inc. and Shawmut Bank, N.A. dated as of April 10, 1991(9) (ccc) -- Ten-Year Convertible Subordinated Note made by Boston celtics Broadcasting Limited Partnership in favor of WFXT, Inc. dated April 10, 1991(9) (ddd) -- Letter Agreement Regarding Amendments No. 1 and 2 to Revolving Credit and Term Loan Agreements between Boston Celtics Communications Limited Partnership and Shawmut Bank, N.A. dated April 10, 1991(9) (eee) -- Amendment No. 2 to revolving Credit and Term Loan Agreement (Radio) (Stage Two) among Boston Celtics Communications Limited Partnership, Boston Celtics Limited Partnership and Shawmut Bank, N.A. dated as of April 10, 1991(9) (fff) -- Agreement Regarding Deferral of Radio Broadcast Rights Payments among Boston Celtics Communications Limited Partnership, Boston Celtics Limited Partnership and Shawmut Bank, N.A. dated as of April 10, 1991(9) (ggg) -- Agreement No. 2 to revolving Credit and Term Loan Agreement (Television) (Stage Two) among Boston Celtics Broadcasting Limited Partnership, Boston Celtics Communications Limited Partnership, Boston Celtics Limited Partnership and Shawmut Bank, N.A. dated as of April 10, 1991(9) (hhh) -- Agreement Regarding Deferral of Television Broadcast Rights Payments among Boston Celtics Broadcasting limited Partnership, Boston Celtics Limited Partnership and Shawmut Bank, N.A. dated as of April 10, 1991(9) (iii) -- Modification Agreement Regarding Interest Rates among Boston Celtics Broadcasting Limited Partnership, Boston Celtics Communications Limited Partnership, Boston Celtics Limited Partnership and Shawmut Bank, N.A. dated as of April 10, 1991(9)

39 (jjj) -- Letter of Waiver and Amendment Regarding Various Loan Agreements among Shawmut Bank, N.A., Boston Celtics Limited Partnership, Boston Celtics Broadcasting Limited Partnership and Boston Celtics Communications Limited Partnership dated March 27, 1992.(10) (kkk) -- Three year extension, dated July 6, 1992, of agreement dated December 8, 1983, as amended, between Jan Volk and Boston Celtics Incorporated. (lll) -- Credit Agreement among Celtics Limited Partnership ("CLP"), Boston Celtics Limited Partnership ("BCLP") and Shawmut Bank, N.A. ("Shawmut"), dated as of January 21, 1993.(11) (mmm) -- Revolving Credit Note from CLP to Shawmut, dated as of January 21, 1993.(11) (nnn) -- Security Agreement between CLP and Shawmut, dated as of January 21, 1993.(11) (ooo) -- Merger Agreement dated as of December 8, 1992 by and among Boston Celtics Limited Partnership, BCCLP Holding Corporation, BCCLP Acquisition Limited Partnership and Boston Celtics Communications Limited Partnership.(12) (ppp) -- Second Amended and Restated Agreement of Limited Partnership of Boston Celtics Communications Limited Partnership dated May 6, 1993.(13) (qqq) -- Agreement dated October 1, 1993, between Boston Celtics Limited Partnership and Fox Television Stations, Inc. ("FTS") that provides that, subject to certain conditions, a subsidiary of FTS would purchase an option to acquire ownership interests in BCBLP which, together with existing rights, could eventually result in FTS becoming the sole owner of WFXT.(13) (rrr) -- Financing Agreement dated October 29, 1993 by and among Boston Celtics Communications Limited Partnership Holding Corporation and Shawmut Bank, N.A.(14) (sss) -- Promissory Note dated October 29, 1993 executed by BCCLP Holding Corporation in favor of Shawmut Bank, N.A.(14) (ttt) -- Unit Option Agreement dated December 31, 1993 by and between Boston Celtics Limited Partnership and Paul E. Gaston.(15) (uuu) -- Unit Option Agreement dated December 31, 1993 by and between Boston Celtics Limited Partnership and Stephen C. Schram.(15) (vvv) -- Unit Option Agreement dated December 31, 1993 by and between Boston Celtics Limited Partnership and Thomas M. Bartlett, Jr.(15)

40 (www) -- Financing Agreement dated September 15, 1994 between Boston Celtics Communications Limited Partnership and Shawmut Bank, N.A.(16) (xxx) -- Promissory Note dated September 15, 1994 executed by Boston Celtics Communications Limited Partnership and Shawmut Bank, N.A.(16) (yyy) -- Credit Agreement dated October 31, 1994 by and among BCCLP and Shawmut Bank, N.A.(17) (zzz) -- Assignment and Security Agreement dated October 31, 1994 by and between BCCLP and Shawmut Bank, N.A.(17) (aaaa) -- Commercial Promissory Note between BCCLP and Shawmut Bank, N.A.(17) (bbbb) -- Support Agreement between BCLP and Shawmut Bank, N.A.(17) (cccc) -- Second Amendment To Agreement To Purchase Partnership Interests by and among BCBLP and CCI and FTS dated November 29, 1994.(18) (dddd) -- Unit Redemption Agreement dated August 30, 1995 between Boston Celtics Limited Partnership and Alan N. Cohen.(19) (eeee) -- Unit Redemption Agreement dated August 30, 1995 between Boston Celtics Limited Partnership and Gordon Cohen.(19) (ffff) -- Unit Redemption Agreement dated August 30, 1995 between Boston Celtics Limited Partnership and Laurie Cohen- Fenster.(19) (gggg) -- Promissory Note dated August 1, 1995 by BCLP to Alan N. Cohen.(19) (hhhh) -- Promissory Note dated August 1, 1995 by BCLP to Alan N. Cohen.(19) (iiii) -- Consulting Agreement dated August 30, 1995 between Celtics Limited Partnership and Alan N. Cohen.(19) (jjjj) -- Press Release dated August 30, 1995.(19) (1) Incorporated by reference from the exhibits filed with the Partnership's registration statement on Form S-1 filed under the Securities Act of 1933 (File No. 33-9796). (2) Incorporated by reference from exhibits filed with the Partnership's report on Form 10-K filed with the Securities and Exchange Commission for the year ended June 30, 1987.

41 (3) Incorporated by reference from exhibits filed with the Partnerships' report on Form 10-K filed with the Securities and Exchange Commission for the year ended June 30, 1988. (4) Incorporated by reference from exhibits filed with the Partnership's report on Form 10-K filed with the Securities and Exchange Commission for the year ended June 30, 1989. (5) Incorporated by reference from the exhibits filed with the Partnership's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 1990. (6) Incorporated by reference from the exhibits filed with the Registration Statement on Form S-1 of Boston Celtics Communications Limited Partnership and the Partnership filed under the Securities Act of 1933 (File No. 33-34768). (7) Incorporated by reference from the exhibits filed with the Report on Form 10-K of the Registrant filed with the Securities and Exchange Commission for the year ended June 30, 1990. (8) Incorporated by reference from the exhibits filed with the Report on Form 10-K of Boston Celtics Communications Limited Partnership filed with the Securities and Exchange Commission for the year ended December 31, 1990. (9) Incorporated by reference from the exhibits filed with Boston Celtics Communications Limited Partnership's report on Form 8 filed with the Securities and Exchange Commission on April 15, 1991. (10) Incorporated by reference to the exhibits filed with Boston Celtics Communications Limited Partnership report on Form 10-K filed with the Securities and Exchange Commission on April 15, 1992. (11) Incorporated by reference to the exhibits filed with the report on Form 8-K filed with the Securities and Exchange Commission on January 22, 1993 (File No. 0-19324). (12) Incorporated by reference to the exhibits filed with the Boston Celtics Communications Limited Partnership report on Schedule 13E-3 filed with the Securities and Exchange Commission on December 9, 1992. (b) Reports on Form 8-K filed in the fourth quarter of 1993: Form 8-K dated May 14, 1993. (c) Exhibits - The response to this portion of Item 14 is filed as a part of this report. (d) Financial Statement Schedules - The response to this portion of Item 14 is filed as part of this report. (13) Incorporated by reference to the exhibits filed with the report on Form 10-K/A Amendment No. 1 filed with the Securities and Exchange Commission on October 20, 1993 (File No. 0-19324). (14) Incorporated by reference to the exhibits filed with the report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 1993 (File No. 0-19324).

42 (15) Incorporated by reference to the exhibits filed with the report on Form 10-Q filed with the Securities and Exchange Commission on February 14, 1994 (File No. 0-19324). (16) Incorporated by reference to the exhibits filed with the report on Form 10-K filed with the Securities and Exchange Commission on September 28, 1994 (File No. 0-19324).

39 (17) Incorporated by reference to the exhibits filed with the report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 1994 (File No. 0-19324). (18) Incorporated by reference to the exhibits filed with the report on Form 10-Q filed with the Securities and Exchange Commission on Feburary 14, 1995 (File No. 0-19324). (19) Incorporated by reference to the exhibits filed with the report on Form 8-K filed with the Securities and Exchange Commission on August 31, 1995 (File No. 0-19324).

43 ANNUAL REPORT ON FORM 10-K ITEM 8, ITEM 14(a)(1) and (2)(c) and (d) LIST OF FINANCIAL STATEMENTS FINANCIAL STATEMENTS CERTAIN EXHIBITS YEAR ENDED JUNE 30, 1995 BOSTON CELTICS LIMITED PARTNERSHIP BOSTON, MASSACHUSETTS

44 FORM 10-K -- ITEM 14(a)(1) and (2) BOSTON CELTICS LIMITED PARTNERSHIP LIST OF CONSOLIDATED FINANCIAL STATEMENTS The following consolidated financial statements of Boston Celtics Limited Partnership and subsidiaries are included in Item 8: <TABLE> <CAPTION> Page <S> <C> Consolidated Balance Sheets at June 30, 1995 and 1994. 46 Consolidated Statements of Income for each of the three years in the period ended June 30, 1995. 48 Consolidated Statements of Changes in Partners' Capital (Deficit) for each of the three years in the period ended June 30, 1995. 50 Consolidated Statements of Cash Flows for each of the three years in the period ended June 30, 1995. 54 Notes to Consolidated Financial Statements. 57 </TABLE> All schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission have been omitted because the required information has been disclosed in the footnotes to the Consolidated Financial Statements, or are not required under the related instructions or are inapplicable, and therefore have been omitted.

45 Report of Independent Auditors To the General Partner Boston Celtics Limited Partnership We have audited the accompanying consolidated balance sheets of Boston Celtics Limited Partnership and subsidiaries as of June 30, 1995, and 1994, and the related consolidated statements of income, changes in partners' capital (deficit) and cash flows for each of the three years in the period ended June 30, 1995. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Boston Celtics Limited Partnership and subsidiaries at June 30, 1995 and 1994, and the consolidated results of their operations and their cash flows for each of the three years in the period ended June 30, 1995, in conformity with generally accepted accounting principles. As discussed in Note B to the consolidated financial statements, in 1995, the Partnership changed its method of accounting for certain investments in debt and equity securities. /s/ Ernst & Young LLP Boston, Massachusetts September 22, 1995

46 BOSTON CELTICS LIMITED PARTNERSHIP and Subsidiaries Consolidated Balance Sheets <TABLE> <CAPTION> June 30, June 30, 1995 1994 ------------ ------------ <S> <C> <C> ASSETS CURRENT ASSETS Cash and cash equivalents $ 39,563,015 $ 38,093,082 Marketable securities 45,132,667 22,205,099 Other short term investments 67,558,465 Accounts receivable (less allowance for doubtful accounts - $195,193 in 1995 and $407,544 in 1994) 16,236,108 11,828,640 Note receivable 4,444,444 Program broadcast rights - current portion 7,301,340 7,084,177 Prepaid expenses 664,715 281,311 Other current assets and deferred charges 5,200,000 ------------ ------------ TOTAL CURRENT ASSETS 186,100,754 79,492,309 PROGRAM BROADCAST RIGHTS - noncurrent portion 10,627,670 11,421,647 PROPERTY AND EQUIPMENT, net of depreciation of $3,647,208 in 1995 and $2,949,994 in 1994 2,504,354 2,544,234 NATIONAL BASKETBALL ASSOCIATION FRANCHISE, net of amortization of $1,850,880 in 1995 and $1,696,640 in 1994 4,318,701 4,472,941 NETWORK AFFILIATION AND OTHER INTANGIBLE ASSETS, net of amortization of $493,961 in 1995 and $393,043 in 1994 4,074,826 3,308,911 OTHER ASSETS 3,028,318 1,693,424 ------------ ------------ $210,654,623 $102,933,466 ============ ============

47 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES Accounts payable and accrued expenses $ 13,406,721 $ 8,758,022 Distribution payable 9,697,083 Deferred revenues - current portion 6,645,562 Ticket refunds payable 120,908 126,262 Program broadcast rights payable - current portion 6,048,649 6,023,495 Federal and state income taxes payable 5,163,158 100,000 Notes payable to bank - current portion 80,000,000 5,000,000 Deferred compensation - current portion 4,927,999 3,281,101 ------------ ------------ TOTAL CURRENT LIABILITIES 126,010,080 23,288,880 PROGRAM BROADCAST RIGHTS - noncurrent portion 9,061,781 8,566,453 DEFERRED REVENUES - noncurrent portion 1,440,612 DEFERRED FEDERAL AND STATE INCOME TAXES 6,000,000 2,900,000 CONVERTIBLE SUBORDINATED NOTE PAYABLE 10,000,000 10,000,000 NOTES PAYABLE TO BANK - noncurrent portion 50,000,000 50,000,000 DEFERRED COMPENSATION - noncurrent portion 14,850,057 18,248,329 OTHER NON-CURRENT LIABILITIES 4,023,750 850,000 MINORITY INTEREST IN BCBLP 4,988,790 1,909,304 PARTNERS' CAPITAL (DEFICIT) Boston Celtics Limited Partnership - General Partner (160,255) (127,387) Limited Partners (15,690,191) (12,542,458) ------------ ------------ (15,850,446) (12,669,845) Celtics Limited Partnership - General Partner (105,194) (54,311) Boston Celtics Communications Limited Partnership - General Partner 96,791 (122,686) Boston Celtics Broadcasting Limited Partnership - Limited Partner 138,402 17,342 ------------ ------------ TOTAL PARTNERS' CAPITAL (DEFICIT) (15,720,447) (12,829,500) ------------ ------------ $210,654,623 $102,933,466 ============ ============ </TABLE> See notes to consolidated financial statements.

48 BOSTON CELTICS LIMITED PARTNERSHIP and Subsidiaries Consolidated Statements of Income <TABLE> <CAPTION> For The Year Ended ----------------------------------------- June 30, June 30, June 30, 1995 1994 1993 ----------- ----------- ----------- <S> <C> <C> <C> Revenues: Basketball regular season - Ticket sales $22,036,880 $20,238,531 $20,197,068 Television and radio broadcast rights fees 20,956,405 19,168,268 21,861,510 Other, principally promotional advertising 7,418,487 5,176,618 3,597,177 Basketball playoffs 1,913,481 1,903,357 ----------- ----------- ----------- 52,325,253 44,583,417 47,559,112 ----------- ----------- ----------- Costs and expenses: Basketball regular season - Team 31,203,697 22,468,500 24,742,993 Game 2,880,566 2,761,572 2,968,858 Basketball playoffs 696,583 609,328 General and administrative 14,085,982 11,304,284 6,575,087 Selling and promotional 2,692,208 1,395,798 1,152,312 Depreciation 86,347 82,878 70,393 Amortization of NBA franchise and other related assets 164,703 164,703 159,472 ----------- ----------- ----------- 51,810,086 38,177,735 36,278,443 ----------- ----------- ----------- 515,167 6,405,682 11,280,669 Interest expense, including $1,184,829 in 1995, $1,084,943 in 1994 and $1,423,963 in 1993 related to deferred compensation obligations (9,074,657) (4,013,276) (1,766,913) Interest income 6,507,902 2,347,691 785,163 Net revenues from league expansion 7,113,665 Net insurance proceeds 5,592,143 Net realized and unrealized gains (losses) from marketable securities 110,254 (3,595,647) 79,062 ----------- ----------- ----------- Income from Continuing Operations before Income Taxes 5,172,331 6,736,593 10,377,981 Provision for (benefit from) Income Taxes (345,000) (600,000) ----------- ----------- ------------ Income from Continuing Operations 5,517,331 7,336,593 10,377,981

49 Discontinued Operations: Income (loss) from discontinued operations (less applicable income taxes of $7,095,000 in 1995 and $450,000 in 1994) 10,638,675 2,145,576 (5,150,096) Gain from disposal of discontinued operations (less applicable income taxes of $3,150,000 in 1994) 14,284,064 ----------- ----------- ----------- NET INCOME 16,156,006 23,766,233 5,227,885 Net income applicable to interests of General Partners 610,815 640,343 71,155 ----------- ----------- ----------- Net income applicable to interests of Limited Partners $15,545,191 $23,125,890 $5,156,730 =========== =========== =========== Per unit: Income from continuing operations $0.84 $1.11 $1.59 Net income $2.43 $3.61 $0.80 Distributions: Boston Celtics Limited Partnership unitholders: Cash $1.50 $1.25 $1.25 Declared $1.50 Cash distribution to Boston Celtics Communications Limited Partnership unitholders (the purchase price of BCCLP units) $2.40 Average units outstanding throughout the period 6,399,722 6,399,722 6,419,493 Cash distribution to Fox Television Stations, Inc. $ 3,774,000 </TABLE> See notes to consolidated financial statements.

50 BOSTON CELTICS LIMITED PARTNERSHIP and Subsidiaries Consolidated Statements of Changes in Partners' Capital (Deficit) <TABLE> <CAPTION> Limited Partners ------------------------- Total Units Amount ----------------------------------------- <S> <C> <C> <C> BALANCE AT JUNE 30, 1992 ($10,984,723) 6,435,000 ($10,704,898) Boston Celtics Limited Parntership units contributed to Boston Celtics Corporation (General Partner of Celtics Limited Partnership) (35,278) 24,783 Net income for year ended June 30, 1993 5,227,885 5,156,730 Cash distribution to Boston Celtics Limited Partnership unitholders - $1.25 per unit (8,125,000) (8,043,750) Cash distribution to Boston Celtics Communications Limited Partnership unitholders - $2.40 per unit (the purchase price of BCCLP units) (14,244,000) (14,101,560) ------------ --------- ------------ BALANCE AT JUNE 30, 1993 (28,125,838) 6,399,722 (27,668,695) Net income for year ended June 30, 1994 23,766,233 23,125,890 Distributions: Cash by Boston Celtics Limited Partnership to its unitholders - $1.25 per unit (8,080,903) (7,999,653) Cash by Celtics Limited Partnership to Boston Celtics Corporation (General Partners Share) (250,000) Declared by Boston Celtics Communications Limited Partnership to Celtics Communications, Inc. (General Partners Share) (150,000) 26% of Celtics Communications, Inc.'s 1% interest in Boston Celtics Broadcasting Limited Partnership transferred to Minority Interest Held by FTS TelEvison, Inc. 11,008 ------------ --------- ------------ BALANCE AT JUNE 30, 1994 (12,829,500) 6,399,722 (12,542,458)

51 Net income for year ended June 30, 1995 16,156,006 15,545,191 Distributions: Boston Celtics Limited Partnership to unitholders - Cash - $1.50 per unit (9,697,083) (9,599,583) Declared - $1.50 per unit (9,697,082) (9,599,582) Cash by Boston Celtics Broadcasting Limited Partnership to Celtics Communications, Inc. (General Partners Share) (74,000) Cash by Celtics Limited Partnership to Boston Celtics Corporation (General Partners Share) (165,000) Purchase of 99% of General Partners interest in Boston Celtics Communications Limited Partnership 74,858 Unrealized gain on marketable securities 511,354 506,241 ------------ --------- ------------ BALANCE AT JUNE 30, 1995 ($15,720,447) 6,399,722 ($15,690,191) ============ ========= ============ </TABLE> See notes to consolidated financial statements.

52 BOSTON CELTICS LIMITED PARTNERSHIP and Subsidiaries Consolidated Statements of Changes in Partners' Capital (Deficit) (Continued) <TABLE> <CAPTION> Boston Boston Boston Celtics Celtics Celtics Celtics Communications Broadcasting Limited Limited Limited Limited Total Partnership Partnership Partnership Partnership ---------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> BALANCE AT JUNE 30, 1992 ($279,825) ($108,130) ( $98,607) ( $73,088) Boston Celtics Limited Parntership units contributed to Boston Celtics Corporation (General Partner of Celtics Limited Partnership) (24,783) (24,783) Net income for year ended June 30, 1993 71,155 52,088 63,611 (54,153) 9,609 Cash distribution to Boston Celtics Limited Partnership unitholders - $1.25 per unit (81,250) (81,250) Cash distribution to Boston Celtics Communications Limited Partnership unitholders - $2.40 per unit (the purchase price of BCCLP units) (142,440) (142,440) --------- --------- --------- --------- --------- BALANCE AT JUNE 30, 1993 (457,143) (279,732) 38,828 (152,760) (63,479) Net income for year ended June 30, 1994 640,343 233,595 156,861 180,074 69,813 Distributions: Cash by Boston Celtics Limited Partnership to its unitholders - $1.25 per unit (81,250) (81,250) Cash by Celtics Limited Partnership to Boston Celtics Corporation (General Partners Share) (250,000) (250,000) Declared by Boston Celtics Communications Limited Partnership to Celtics Communications, Inc. (General Partners Share) (150,000) (150,000) 26% of Celtics Communications, Inc.'s 1% interest in Boston Celtics Broadcasting Limited Partnership transferred to Minority Interest Held by FTS Telivison, Inc. 11,008 11,008 --------- --------- --------- --------- --------- BALANCE AT JUNE 30, 1994 (287,042) (127,387) (54,311) (122,686) 17,342

53 Net income for year ended June 30, 1995 610,815 157,019 114,117 144,619 195,060 Distributions: Boston Celtics Limited Partnership to unitholders - Cash - $1.50 per unit (97,500) (97,500) Declared - $1.50 per unit (97,500) (97,500) Cash by Boston Celtics Broadcasting Limited Partnership to Celtics Communications, Inc. (General Partners Share) (74,000) (74,000) Cash by Celtics Limited Partnership to Boston Celtics Corporation (General Partners Share) (165,000) (165,000) Purchase of 99% of General Partners interest in Boston Celtics Communications Limited Partnership 74,858 74,858 Unrealized gain on marketable securities 5,113 5,113 --------- --------- --------- --------- --------- BALANCE AT JUNE 30, 1995 ( $30,256) ($160,255) ($105,194) $ 96,791 $ 138,402 ========= ========= ========= ========= ========= </TABLE> See notes to consolidated financial statements.

54 BOSTON CELTICS LIMITED PARTNERSHIP and Subsidiaries Consolidated Statements of Cash Flows <TABLE> <CAPTION> For The Year Ended --------------------------------------------- June 30, June 30, June 30, 1995 1994 1993 ------------- ------------ ------------ <S> <C> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES Receipts: Basketball regular season receipts: Ticket sales $ 27,544,392 $ 19,946,664 $ 18,782,281 Television and radio broadcast rights fees 20,344,641 18,294,528 13,703,860 Other, principally promotional advertising 6,382,803 4,688,551 3,840,347 Basketball playoff receipts 2,278,100 289,000 7,249,268 Television and radio broadcast receipts 48,428,604 37,851,535 42,538,257 ------------- ------------ ------------ 104,978,540 81,070,278 86,114,013 Costs and expenses: Basketball regular season expenditures: Team expenses 24,632,232 21,363,042 25,318,116 Game expenses 2,880,566 2,762,205 2,968,224 Basketball playoff expenses 719,799 475 608,854 Payments for program broadcast rights 9,021,984 10,440,227 13,061,585 Other television and radio operating expenses 4,738,903 7,678,367 8,406,511 General and administrative expenses 16,426,791 14,308,429 10,151,401 Selling and promotional expenses 9,765,549 7,932,689 7,805,608 ------------- ------------ ------------ 68,185,824 64,485,434 68,320,299 ------------- ------------ ------------ 36,792,716 16,584,844 17,793,714 Interest income 5,173,939 2,667,452 505,970 Interest expense (8,635,122) (5,226,177) (3,156,556) Ticket refunds paid (5,354) (1,837,619) (3,921,256) Proceeds from league expansion 4,814,814 Payment of income taxes (3,751,320) Insurance proceeds received 17,000,000 Payment of deferred compensation (3,624,319) (3,504,319) (726,250) ------------- ------------ ------------ NET CASH FLOWS FROM OPERATING ACTIVITIES 30,765,354 25,684,181 10,495,622

55 CASH FLOWS (USED BY) FROM INVESTING ACTIVITIES Purchases of: Marketable securities (76,285,589) Short term investments (143,000,000) (66,542,982) (23,321,456) Proceeds from sales of: Marketable securities 54,237,041 Short term investments 77,000,000 64,274,412 Proceeds from issuance of option for acquisition of 26% ownership interest in BCBLP 14,850,000 Proceeds from sale of WEEI 4,000,000 Capital expenditures (769,431) (769,398) (464,643) Other receipts (expenditures) (825,359) (560,276) 95,292 ------------- ------------ ------------ NET CASH (USED BY) FROM INVESTING ACTIVITIES (89,643,338) 15,251,756 (23,690,807) ------------- ------------ ------------ NET CASH FLOWS (USED BY) FROM OPERATING AND INVESTING ACTIVITIES (58,877,984) 40,935,937 (13,195,185) </TABLE>

56 BOSTON CELTICS LIMITED PARTNERSHIP and Subsidiaries Consolidated Statements of Cash Flows (Continued) <TABLE> <CAPTION> For The Year Ended -------------------------------------------- June 30, June 30, June 30, 1995 1994 1993 ------------ ------------ ------------ <S> <C> <C> <C> CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from bank borrowings 85,000,000 15,000,000 50,750,000 Payment of bank borrowings (10,000,000) (19,560,000) (12,000,000) Purchase of interest in Boston Celtics Communications Limited Partnership from Celtics Communications, Inc. (792,000) Cash distributions: To limited partners of Boston Celtics Limited Partnership (9,599,583) (7,999,652) (8,043,750) To limited partners of Boston Celtics Communications Limited Partnership the purchase price of BCCLP units) (14,244,000) To Fox Television Stations, Inc. from Boston Celtics Broadcasting Limited Partnership (3,774,000) To General Partners (486,500) (331,250) (81,250) ------------ ------------ ------------ NET CASH FLOWS (USED BY) FROM FINANCING ACTIVITIES 60,347,917 (12,890,902) 16,381,000 ------------ ------------ ------------ NET INCREASE (DECREASE) IN CASH 1,469,933 28,045,035 3,185,815 Cash and cash equivalents at beginning of period 38,093,082 10,048,047 6,862,232 ------------ ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 39,563,015 $ 38,093,082 $ 10,048,047 ============ ============ ============ Non-cash investing and financing activities: Note receivable - league expansion $ 4,444,444 Distribution to limited parnters ($9,599,583) and general partner ($97,500) of Boston Celtics Limited Partnership declared June 26, 1995, payable July 21, 1995 $ 9,697,082 </TABLE> See notes to consolidated financial statements.

57 Notes to Consolidated Financial Statements ----------------------------------------------------------------------------- Boston Celtics Limited Partnership And Subsidiaries Note A - Basis of Presentation Boston Celtics Limited Partnership (the "Boston Celtics", "BCLP" or the "Partnership") a Delaware limited partnership, through Celtics Limited Partnership ("CLP"), its 99% owned limited partnership, owns and operates the Boston Celtics professional basketball team of the National Basketball Association, and through BCCLP Holding Corporation ("Holdings") and Celtics Investments Incorporated ("CII"), wholly-owned subsidiaries of BCLP and Holdings' wholly-owned subsidiary Celtics Capital Corporation ("CCC") (which holds investments) and Holdings' 99% owned limited partnership Boston Celtics Communications Limited Partnership ("BCCLP") and its 99% owned limited partnership Boston Celtics Broadcasting Limited Partnership ("BCBLP") which owns and operates Television Station WFXT - Channel 25 ("WFXT") and until its sale on June 30, 1994 owned and operated Radio Station WEEI - 590 AM both of Boston, Massachusetts. The General Partner of BCLP is Celtics, Inc. ("CI"); the General Partner of CLP is Boston Celtics Corporation ("BCC"); the General Partner of BCCLP is Celtics Communications, Inc. ("CCI"); and the General Partner of BCBLP is BCCLP. The General Partners of BCLP, CLP and BCCLP are Delaware corporations whose sole stockholders are Don Gaston, Paul Dupee, Paul Gaston (son of Don Gaston) and an affiliate. Alan Cohen's interest in the general partners was acquired by Paul Gaston and an affiliate on August 30, 1995 (see Note Q - Redemption of Partnership Interest Subsequent to Year End). The consolidated financial statements include the accounts of the Partnership, Holdings, CCC, CII and their subsidiary partnerships. All intercompany transactions are eliminated in consolidation. The previously reported agreement between BCLP and Fox Television, Inc. ("FTS") pursuant to which FTS acquired BCBLP was closed on July 7, 1995, when FTS exercised its option (acquired for $15,000,000) for the acquisition of a 26% interest in BCBLP, converted $10,000,000 of convertible debt for an additional 25% interest in BCBLP and purchased the remaining 49% interest in BCBLP for $80,000,000 cash. Accordingly the income statement has been restated for all periods presented to report the results of operations of Television Station WFXT and Radio Station WEEI (sold June 30, 1994) as discontinued operations. For financial reporting purposes, the excess of the proceeds from the issuance of the option to FTS over the carrying value of the related 26% interest in BCLP and the gain on the sale of Radio Station WEEI are reported as Gain From Disposal of Discontinued Operations ($14,284,000 net of related income taxes of $3,150,000) in 1994. The gain from the conversion of the convertible note and sale of the remaining interest for cash (Estimated to be $40,000,000 net of related income taxes of $20,000,000) will be included in income when realized in July 1995.

58 Assets and liabilities of discontinued operations included in the balance sheet at June 30, 1995 were: <TABLE> <S> <C> Current assets: Cash and cash equivalents and accounts receivable $29,893,362 Program broadcast rights - current portion 7,301,340 Prepaid expenses 261,761 ----------- Total curent assets 37,456,463 Property and equipment, net of depreciation of $3,261,633 1,657,936 Program broadcast rights - non-current portion 10,627,670 Other intangible assets, principally network affiliation agreement 3,150,450 ----------- 52,892,519 ----------- Current liabilities: Accounts payable and accrued expenses 1,479,045 Program broadcast rights payable - current portion 6,048,649 ----------- Total current liabilities 7,527,694 Program broadcast rights payable - noncurrent portion 9,061,781 Convertible subordinated note payable 10,000,000 ----------- Net assets $26,303,044 =========== </TABLE> Pursuant to terms of the agreement, as amended, $15,288,714 of available cash (as defined) ($7,338,583 to BCCLP, $152,887 to CCI and $7,797,244 to FTS), was distributed prior to the closing and the $10,000,000 convertible note was converted to a 25% interest in BCBLP at the closing. Revenues of discontinued operations were $51,897,000, $38,295,000 and $33,188000 for the years ended June 30, 1995, 1994 and 1993, respectively. Note B - Significant Accounting Policies Cash Equivalents and Marketable Securities: Cash equivalents represent short-term investments with maturities at date of purchase of three months or less. Marketable securities represent investments with maturities greater than three months. Concentrations of Credit Risk: Financial instruments which potentially subject the Partnership to concentration of credit risk consist principally of cash equivalents, marketable securities and accounts receivable. The Partnership places its cash equivalents and marketable securities with highly rated financial institutions and United States government entities. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers comprising the Partnership's customer base and their dispersion across many different industries and geographic areas and to the shortness of payment terms.

59 Marketable Securities and Other Short Term Investments: Effective July 1, 1994, the Partnership adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (FAS 115) which established the accounting and reporting requirements for investments in equity securities that have readily determinable fair values and for all investments in debt securities. All affected investment securities must be classified as securities to be held to maturity, for trading, or available-for-sale. Financial Instruments: Effective July 1, 1994, the Partnership adopted Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments." This Statement extends existing fair value disclosure practices for some instruments by requiring all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized in the balance sheet, for which it is practicable to estimate fair value. The carrying value reported in the Consolidated Balance Sheet for financial instruments approximates their fair values. Franchise, Network Affiliation and Other Intangible Assets: These assets, consisting principally of the National Basketball Association franchise, the value assigned to the Fox network affiliation agreement and other intangible assets are being amortized primarily on a straight-line basis over 40 years. Program Broadcast Rights: Program broadcast rights for films and tapes are recorded as assets, at cost, together with the related liability when licenses are executed and the program is available for its first showing. The asset is amortized on a straight-line method generally based on the usage of the product or the term of the license. The current portion of these rights represents the estimated amount to be amortized during the next year. The liability to licensors is classified as current or noncurrent based on the payment terms of the license agreements. Property and Equipment: Property and equipment acquired in the purchase of the television station is stated at the amounts based on fair value which was allocated to these assets at the time of acquisition. Other property and equipment is stated at cost. Building and leasehold improvements are depreciated over the remaining lives of the leases. Other property and equipment is being depreciated over estimated useful lives of from five to fifteen years using straight line or accelerated methods of depreciation as appropriate. Basketball Operations: Revenues, principally ticket sales and television and radio broadcasting fees generally are recorded as revenues at the time the game to which such proceeds relate is played. Team expenses, principally player and coaches salaries, related fringe benefits and insurance, and game and playoff expenses, principally National Basketball Association attendance assessments, arena rentals and travel, are recorded as expense on the same basis. Accordingly, advance ticket sales and payments on television and radio broadcasting contracts and payments for team and game expenses not earned or incurred are recorded as deferred revenues and deferred expenses, respectively, and amortized ratably as regular season games are played. General and administrative and selling and promotional expenses are charged to operations as incurred.

60 Television and Radio Operations: Revenues, principally advertising sold to sponsors for commercials during program broadcasting, including Boston Celtics basketball games, are recognized when the commercials are broadcast. Operating expenses, principally broadcast production related costs, are expensed as incurred. Income Taxes: No provision for income taxes is required by BCLP or, prior to their merger into Holdings in May 1993, for BCCLP or BCBLP. Their income and expenses have been or prior to the merger were taxable to or deductible to their partners. CCC, Holdings and CII, wholly-owned subsidiary corporations of BCLP, are subject to income taxes and report their income tax provision, including income (losses) of subsidiary partnerships BCCLP and BCBLP, using the liability method in accordance with Financial Accounting Standards Board (the "Board") Statement 109, Accounting for Income Taxes (see Note N). Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using tax rates and laws that will be in effect when the differences are expected to reverse. Although BCLP is considering strategies for exemption, under provisions of adopted legislation it may become taxable for income tax purposes as if it were a corporation effective July 1, 1998. Net Income Per Unit: Net income per Unit is based upon the weighted average number of units outstanding each year plus any unit equivalents attributable to options, if material. Note C - Marketable Securities and Other Short Term Investments The following is a summary of marketable securities at June 30, 1995, which are classified as available for sale securities: <TABLE> <CAPTION> Available-for-Sale Securities --------------------------------------------------- Gross Gross Estimated Unrealized Unrealized Fair Cost Gains Losses Value ---- ---------- ---------- --------- <S> <C> <C> <C> <C> U. S. corporate securities $ 6,709,160 $118,313 ($ 2,396) $ 6,825,077 U. S. government securities 37,912,153 403,349 (7,912) 38,307,590 ----------- -------- -------- ----------- $44,621,313 $521,662 ($10,308) $45,132,667 =========== ======== ======== =========== </TABLE> Other short term investments, which consist primarily of private placement notes with a commercial bank with a maturity of under one year, are classified as held-to-maturity and are carried at amortized cost, which approximates market value. There were no unrealized gains or losses at June 30, 1995.

61 The gross realized gains on available-for-sale securities totaled $76,140 and $63,328, for U. S. corporate securities and U. S. government securities respectively, and the gross realized losses totaled $29,214 for U. S. government securities. The net adjustment to unrealized holding gains on available-for-sale securities included as a separate component of Partners' Capital (Deficit) totaled $511,354 in 1995. The amortized cost and estimated fair value of available-for-sale securities at June 30, 1995, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties. <TABLE> <CAPTION> Estimated Fair Cost Value ---- -------------- <S> <C> <C> Due in one year or less $ 9,358,044 $ 9,390,231 Due after one year through three years 33,276,071 33,730,576 Due after three years 1,987,198 2,011,860 ----------- ----------- $44,621,313 $45,132,667 =========== =========== </TABLE> Note D - Property and Equipment Property and equipment are summarized as follows: <TABLE> <CAPTION> June 30, ----------------------- 1995 1994 ---- ---- <S> <C> <C> Building and leasehold improvements $2,295,773 $1,837,985 Broadcast equipment 3,472,555 3,466,047 Furniture and fixtures 341,661 190,196 Construction in progress 41,573 ---------- ---------- 6,151,562 5,494,228 Less accumulated depreciation 3,647,208 2,949,994 ---------- ---------- Net property and equipment $2,504,354 $2,544,234 ========== ========== </TABLE>

62 Note E - Deferred Compensation Certain player contracts provide for guaranteed compensation payments which are deferred until a future date. Operations are charged amounts equal to the present value of future guaranteed payments in the period in which the compensation is earned. The present value of payments due under these agreements is as follows: <TABLE> <S> <C> Years ending June 30, 1996 $ 4,928,000 1997 3,381,000 1998 1,444,000 1999 1,193,000 2000 991,000 2001 and thereafter 7,841,000 ----------- $19,778,000 =========== </TABLE> Note F - Notes Payable Notes payable are comprised of: <TABLE> <CAPTION> June 30, --------------------------- 1995 1994 ---- ---- <S> <C> <C> Commercial bank borrowings - CLP $ 50,000,000 $50,000,000 BCCLP 80,000,000 BCBLP 5,000,000 Convertible subordinated note payable 10,000,000 10,000,000 ------------ ----------- 140,000,000 65,000,000 Less amount included in current liabilities 80,000,000 5,000,000 ------------ ----------- $ 60,000,000 $60,000,000 ============ =========== </TABLE>

63 The CLP balance represents the outstanding borrowings under a $50,000,000 loan with its commercial bank. The loan agreement as amended permits borrowings of up to $50,000,000 through December 31, 1997, with the available amount declining thereafter by $1,250,000 per quarter. The term of the loan extends through December 31, 2002. Interest on the initial $30,000,000 is payable quarterly in arrears at an annual rate of 6.4% through December 31, 1995. Borrowings in excess of the initial $30,000,000, and all borrowings outstanding after December 31, 1995, bear interest at optional floating rates (7.375% and 4.875% at June 30, 1995 and 1994). Quarterly payments of interest only are payable in arrears through December 31, 1997. Effective January 1, 1998, the agreement related to the loan requires quarterly payments of principal in the amount necessary to reduce the outstanding principal balance to equal the declining available borrowings, if necessary, together with interest. The borrowings under the Bank Loan are secured by all of the assets and are the liability of CLP, the basketball subsidiary partnership. The BCCLP balance represents the outstanding borrowings under an $85,000,000 financing agreement dated October 31, 1994 with the Partnership's commercial bank. The loan bears interest at a floating rate plus one percent (6.25% at June 30, 1995 and a weighted average interest rate of 6.85% from September 15, 1994 to June 30, 1995 ) and is due on September 30, 1995. The balance of the loan was repaid on July 7, 1995 concurrent with the sale of the remaining partnership interests in BCBLP to FTS. The principal of the Convertible Subordinated Note Payable (the "Fox Note") is due in a single payment at May 11, 2000. The Fox Note bears interest at the rate of 10% per year payable semi-annually in arrears. The Convertible Subordinated Note Payable was converted into a 25% interest in BCBLP on July 7, 1995 (see Note A). The agreements relating to both the commercial bank borrowings and the convertible subordinated note payable include various provisions and covenants customary in lending arrangements of this type including limitations on distributions to unitholders. In addition, the agreements relating to the commercial bank borrowings include covenants requiring BCBLP to achieve certain minimum cash flows, and to restrict borrowings (other than purchase money obligations) to borrowings with the consent of the bank. At June 30, 1995 BCBLP was in compliance with these covenants. Aggregate maturities of notes payable at June 30, 1995 are as follows: <TABLE> <S> <C> Years ending June 30, 1996 $80,000,000 1997 0 1998 2,500,000 1999 5,000,000 2000 5,000,000 2001 and thereafter 37,500,000 </TABLE> At June 30, 1995 and 1994, $237,639 and $394,479 were included in accounts payable and accrued expenses for accrued interest.

64 Interest charged to operations in connection with borrowings (including the BCBLP term loan with interest at optional floating rates (6.375% and 5.5% at June 30, 1994 and 1993) from a commercial bank which was repaid during fiscal year 1995 and a $15,000,000 short term loan with interest at 4% from the commercial bank borrowed and repaid during fiscal year 1994) were $8,478,000, $4,387,000 and $3,106,000 in the years ended June 30, 1995, 1994 and 1993, respectively. Note G - Related Party Transactions Management fee obligations of $2,333,974, $2,873,942 and $1,481,444 applicable to Celtics, Inc., general partner of the Partnership, Boston Celtics Corporation, general partner of CLP, and Celtics Communications, Inc., general partner of BCCLP and BCBLP were charged to operations during the years ended June 30, 1995, 1994 and 1993, respectively. Boston Celtics Corporation receives a management fee of $750,000 per annum subject to annual increases based on annual cash flows from basketball operations after June 30, 1989. Prior to a restructuring on January 21, 1993 pursuant to which BCLP contributed all of its basketball assets and business, subject to all of its liabilities (including its liabilities under the $50 million commercial bank loan agreement) such fee was paid to Celtics, Inc. general partner of BCLP. Celtics Communications, Inc. received management fees from BCCLP and BCBLP based on a percentage of sales. The rates of these fees were 1% through December 31, 1992 and 2% thereafter. Note H - Program Broadcast Rights Obligations The Partnership is committed to the following minimum payments for program broadcast rights obligations of BCBLP (see Note A - Basis of Presentation for a description of the disposition of BCBLP to FTS on July 7, 1995) for films and programs available for broadcast at June 30, 1995: <TABLE> <S> <C> Years ending June 30, 1996 $ 6,049,000 1997 5,669,000 1998 2,240,000 1999 1,014,000 2000 139,000 ----------- 15,111,000 Less current portion 6,049,000 ----------- $ 9,062,000 =========== </TABLE>

65 Note I - Commitments and Contingencies The Partnership has employment agreements with officers, coaches and players of the basketball team (CLP) and an executive of BCCLP. Certain of the contracts provide for guaranteed payments which must be paid even if the employee is injured or terminated. Amounts required to be paid under such contracts in effect as of September 20, 1995, including option years and $4,175,000 included in accounts payable at June 30, 1995, but excluding amounts previously earned (see Note E - Deferred Compensation), are as follows: <TABLE> <S> <C> Years ending June 30, 1996 $20,630,000 1997 24,277,000 1998 24,508,000 1999 20,743,000 2000 20,163,000 2001 and thereafter 20,600,000 </TABLE> BCLP maintains disability and life insurance policies on most of its key players. The level of insurance coverage maintained is based on BCLP's determination of the insurance proceeds which would be required to meet its guaranteed obligations in the event of permanent or total disability of its key players. Unavailable program rights commitments - The Partnership is committed to the following payments for program broadcast rights obligations of BCBLP (see Note A - Basis of Presentation for a description of the disposition of BCBLP to FTS on July 7, 1995) for film and program rights not available for broadcast at June 30, 1995: <TABLE> <S> <C> Years ending June 30, 1996 $3,661,000 1997 3,983,000 1998 3,902,000 1999 2,601,000 </TABLE>

66 Lease commitments - The Partnership and its subsidiaries are committed under noncancelable, long-term leases substantially all of which are related to BCBLP (see Note A - Basis of Presentation for a description of the disposition of BCBLP to FTS on July 7, 1995) for certain of their facilities and equipment. Rent expense charged to operations during the years ended June 30, 1995, 1994 and 1993 were $2,272,000, $2,746,000 and $2,670,000, respectively. Minimum annual payments, including renewable option periods, required by these leases are: <TABLE> <S> <C> Years ending June 30, 1996 $730,000 1997 752,000 1998 670,000 1999 646,000 2000 650,000 2001 and thereafter 827,000 </TABLE> Note J - Options to Acquire Units of Partnership Interest On December 31, 1993 the Partnership granted options to three employees to acquire 530,000 Limited Partnership Units of BCLP (Units) at the 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. Options for 500,000 of such Units become exercisable in installments as follows: <TABLE> <CAPTION> Aggregate Amount of Period Option Exercisable ------ ------------------- <C> <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> Options for the remaining 30,000 Units became exercisable June 30, 1994. All of the options expire 10 years from the date of grant. In addition to exercising the right to purchase units pursuant to the options, a holder may exercise a Unit Appreciation Right, entitling the holder 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 cancelled. In the sole discretion of the General Partner of BCLP 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. The compensation element of the options, $3,174,000 and $850,000 in the years ended June 30, 1995 and June 30, 1994, respectively, is being charged to earnings ratably over the period from the date of grant until the date of exercise based on the exercise price of the optioned Units at the end of each quarter. The market price of Limited Units of BCLP on June 30, 1995 was $21.25.

67 Note K - Benefit Plans Each of the Partnership's subsidiaries have defined contribution plans covering substantially all employees who meet certain eligibility requirements. Participants may make contributions to the plans from 3% to 15% of their compensation (as defined). Contributions to these plans range from 50% to 100% on the first 2.5% to 5% of compensation contributed by each participant. Contributions are fully vested after three to five years of service. Costs of the plans charged to operations amounted to $374,623, $219,819 and $226,360 during the years ended June 30, 1995, 1994 and 1993, respectively. A subsidiary partnership participated in a multiemployer retirement plan covering certain union employees of the radio station. This subsidiary charged $78,746 and $128,698 to operations during the years ended June 30, 1994 and 1993, respectively, for its share of plan costs. Note L - Cash Flows Reconciliations of net income to net cash flows from operating activities are as follows: <TABLE> <CAPTION> Year ended June 30, ------------------------------------------- 1995 1994 1993 ---- ---- ---- <S> <C> <C> <C> Net income $16,156,006 $23,766,233 $ 5,227,885 Items not affecting cash flows from operating activities: Depreciation 766,264 1,042,785 884,668 Amortization 343,695 1,166,765 1,267,199 Provision for doubtful accounts 185,193 75,954 192,185 Changes in - Accrued interest receivable (1,815,877) 43,651 (357,838) Accounts receivable (4,616,167) (1,764,151) 1,257,876 Notes receivable (4,444,444) Accounts payable and accrued expenses 10,972,665 4,553,349 1,280,052 Ticket refunds payable (5,354) (932,383) (858,506) Deferred compensation (1,751,374) 9,803,180 2,206,951 Deferred game revenues 8,086,174 Net realized and unrealized gains on disposition of assets and investments (110,254) (13,734,953) 79,062 Minority interest in earnings of BCBLP 6,853,486 1,710,079 Other 145,341 (46,328) (683,912) ----------- ----------- ----------- Net cash flows from operating activities $30,765,354 $25,684,181 $10,495,622 =========== =========== =========== </TABLE> The change in accounts receivable is after write-offs, net of recoveries, of $397,544, $6,376 and $131,903 in 1995, 1994 and 1993, respectively.

68 Note M - Quarterly Results (Unaudited) A summary of operating results, net income per unit based on the average units outstanding throughout each year calculated for financial statement purposes only, and cash distributions for the quarterly periods in the two years ended June 30, 1994 is set forth below (000's omitted). <TABLE> <CAPTION> Quarter Ended ------------------------------------------------------------- September 30, December 31, March 31, June 30, 1994 1994 1995 1995 Total ------------- ------------ --------- -------- ----- <S> <C> <C> <C> <C> <C> Year Ended June 30, 1995 - Revenues $0 $16,927 $25,994 $9,404 $52,325 Net income (loss) from continuing operations (3,727) (64) 4,905 4,403 5,517 Net income (loss) from continuing operations applicable to Limited Partners (3,662) (70) 4,816 4,312 5,396 Net income (loss) (2,115) 4,651 6,018 7,602 16,156 Net income (loss) applicable to Limited Partners (2,125) 4,465 5,843 7,362 15,545 Per Unit: Net income (loss) from continuing operations applicable to Limited Partners ($.57) ($.01) $.75 $ .67 $ .84 Net income (loss) applicable to Limited Partners ($.33) $ .70 $.91 $1.15 $2.43 Distributions to BCLP unitholders: Cash $1.50 $1.50 Declared $1.50 $1.50 <CAPTION> Quarter Ended ------------------------------------------------------------- September 30, December 31, March 31, June 30, 1993 1993 1994 1994 Total ------------- ------------ --------- -------- ----- <S> <C> <C> <C> <C> <C> Year Ended June 30, 1994 - Revenues $0 $15,032 $21,060 $8,491 $44,583 Net income from continuing operations 2,765 2,325 2,205 42 7,337 Net income from continuing operations applicable to Limited Partners 2,705 2,257 2,102 60 7,124 Net income 2,151 16,112 1,645 3,858 23,766 Net income applicable to Limited Partners 2,101 15,717 1,554 3,754 23,126 Per Unit: Net income from continuing operations applicable to Limited Partners $.42 $ .35 $.33 $.01 $1.11 Net income applicable to Limited Partners $.33 $2.46 $.24 $.58 $3.61 Cash distributions to BCLP Unitholders $1.25 $1.25 </TABLE>

69 Note N - Income Taxes No income tax provision was made for Holdings or its subsidiary partnerships BCCLP or BCBLP at June 30, 1993 because their taxable loss for the period from May 6 (date of merger) to June 30, 1993 was not material. For financial reporting purposes a valuation reserve of $11 million was established to reduce the deferred tax assets (intangibles) acquired in the merger to the amount considered realizable on a more likely than not basis. Components of deferred tax liabilities and assets, all of which relate to Holdings or its subsidiary partnerships BCCLP and BCBLP are: <TABLE> <CAPTION> June 30, ------------------------------------------- 1995 1994 1993 ---- ---- ---- <S> <C> <C> <C> Deferred tax liabilities: Deposit related to issuance of option to acquire 26% partnership interest in BCBLP (tax over financial basis) $ 6,000,000 $ 6,000,000 Financial basis in excess of tax basis of assets related to restructuring of ownership of BCCLP 11,000,000 ----------- ----------- Total deferred tax liabilities 17,000,000 6,000,000 ----------- ----------- Deferred tax assets: Intangibles arising from acquisition of BCBLP in a merger accounted for as a transaction between entities under common control (tax over financial basis) 11,000,000 11,000,000 $11,000,000 Valuation allowance for deferred tax assets 0 (7,900,000) (11,000,000) ----------- ----------- ----------- Net deferred tax assets 11,000,000 3,100,000 0 ----------- ----------- ----------- Net deferred tax liability $ 6,000,000 $ 2,900,000 $ 0 =========== =========== =========== </TABLE> Income taxes applicable to the sale of BCBLP to FTS, Inc. ($5,200,000) other than taxes applicable to the recognition of gain from the sale of the option to FTS, Inc. (see Note A) are included in other current assets and deferred charges on the balance sheet at June 30, 1995 and are to be charged to income when the gain on the sale is recognized upon its realization on July 7, 1995. At June 30, 1995 the tax basis of the net assets of BCLP and CLP exceeded their financial bases by approximately $49,200,000, consisting primarily of Deferred Compensation of $21,200,000 and the National Basketball Franchise of $28,000,000. A substantial part of the Deferred Compensation will be paid prior to July 1, 1998, when BCLP may become subject to federal income taxes. No deferred tax assets or liabilities have been provided for these differences because BCLP and CLP are not subject to income taxes.

70 The provision for income taxes included in the consolidated statement of income is comprised of state taxes currently payable of $1,750,000 and federal taxes currently payable of $5,000,000 for the year ended June 30, 1995 and state taxes currently payable of $100,000 and deferred taxes, principally federal of $2,900,000 for the year ended June 30, 1994. A reconciliation of the statutory federal income tax rate applied to reported pre-tax earnings of CII, CCC, Holdings, BCCLP and BCBLP ($23,400,000 in 1995 and $17,982,000 in 1994) before deduction of taxable minority interest ($6,800,000 in 1995 and $1,700,000 in 1994) to the effective tax rate of the provision is: <TABLE> <CAPTION> 1995 1994 ---- ---- <S> <C> <C> Statutory federal income tax rate 34.0% 34.0% State income taxes, net of federal tax benefit 6.3% 6.3% Benefit from reversal of reserve for valuation of deferred tax assets (20.7%) Income tax applicable to sale of BCBLP to FTS, Inc. to be charged to operations when the sale is realized (See Note A) (11.7%) Goodwill ( 2.8%) Other .5% ( 0.1%) ----- ----- Effective tax rate 29.1% 16.7% ===== ===== </TABLE> Note O - Accounts Payable and Accrued Expenses The balances include accrued compensation of $8,331,000 and $1,768,000 at June 30, 1995 and 1994 and accrued management fees of $586,000 and $1,276,000 due to the general partners of the Partnership and its subsidiaries at June 30, 1995 and 1994. Note P - Advertising The Partnership charged $1,135,000, $1,534,000 and $1,025,000 to operations for advertising during the years ended June 30, 1995, 1994 and 1993, respectively, of which $464,000 and $639,000 were included in accounts payable and accrued expenses at June 30, 1995 and 1994, respectively. Note Q - Redemption of Partnership Interest Subsequent to Year End On August 30, 1995 the Partnership redeemed an aggregate of 758,444 units representing assignments of beneficial ownership of limited partnership interest in BCLP. The redeemed units were beneficially owned by Alan Cohen and his son and daughter. Mr. Cohen was formerly an officer and director of the corporate general partners of the Partnership and its 99% owned limited partnerships BCCLP and BCBLP.

71 Under the terms of the redemption, Mr. Cohen's son and daughter were paid $1,941,450 equal to $21.50 in cash for each of the 90,300 units acquired from them. Mr. Cohen received two notes from BCLP in exchange for the aggregate of 668,144 units acquired by BCLP from him. The two notes have an aggregate initial face amount of $14,365,096 equal to $21.50 per unit for each unit acquired from him. The two notes, which are due and payable on July 1, 2000 (unless prepaid earlier pursuant to mandatory prepayment provisions contained therein) also provide that the amounts to be paid to Mr. Cohen pursuant to the terms of the notes will be increased by specified amounts on each July 1 during their term. If Mr. Cohen holds the two notes until July 1, 2000 he would be entitled to receive aggregate payments (excluding interest) in the amount of $20,044,320 equal to $30.00 per unit for each unit acquired from him. Each of the notes bears interest payable quarterly at the rate of 7.76% per annum. The Partnership also announced that CLP has entered into a three year consulting agreement with Alan Cohen. The consulting agreement provides that Mr. Cohen is to be paid $260,000 per year in exchange for making himself available to provide consulting services to CLP. In addition, the interests of Mr. Cohen in the corporate general partners of the Partnership, CLP and BCCLP were acquired by Mr. Paul Gaston and an affilliate.

72 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. BOSTON CELTICS LIMITED PARTNERSHIP By: Celtics, Inc., General Partner Date: September 28, 1995 By: /s/ Stephen C. Schram Stephen C. Schram Director and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. <TABLE> <CAPTION> Signature Title* Date --------- ------ ---- <S> <S> <S> /s/ Paul E. Gaston Chairman of the Board September 28, 1995 Paul E. Gaston and Director /s/ Don F. Gaston Director September 28, 1995 Don F. Gaston /s/ Paul R. Dupee, Jr. Vice Chairman of the September 28, 1995 Paul R. Dupee, Jr. Board and Director /s/ Paula B. Gaston Director September 28, 1995 Paula B. Gaston /s/ John H.M. Leithead Director September 28, 1995 John H.M. Leithead /s/ John B. Marsh, III Director September 28, 1995 John B. Marsh, III /s/ Thomas M. Bartlett Jr. Executive Vice President, September 28, 1995 Thomas M. Bartlett, Jr. Chief Financial Officer, Chief Accounting Officer and Director /s/ Richard G. Pond Vice President, September 28, 1995 Richard G. Pond Controller and Secretary <FN> <F1> * Title indicates position with General Partner. </FN> </TABLE>

73

<TABLE> <S> <C>

<ARTICLE>                    5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET OF BOSTON CELTICS LIMITED PARTNERSHIP AND ITS
SUBSIDIARIES AS OF JUNE 30, 1995 AND THE RELATED CONSOLIDATED STATEMENT OF
INCOME FOR THE YEAR ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JUN-30-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                          39,563
<SECURITIES>                                    45,133
<RECEIVABLES>                                   16,431
<ALLOWANCES>                                       195
<INVENTORY>                                          0
<CURRENT-ASSETS>                               186,101
<PP&E>                                           6,151
<DEPRECIATION>                                   3,647
<TOTAL-ASSETS>                                 210,655
<CURRENT-LIABILITIES>                          126,010
<BONDS>                                         50,000
<COMMON>                                             0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                    (15,720)
<TOTAL-LIABILITY-AND-EQUITY>                   210,655
<SALES>                                              0
<TOTAL-REVENUES>                                52,325
<CGS>                                                0
<TOTAL-COSTS>                                   51,810
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               9,075
<INCOME-PRETAX>                                  5,172
<INCOME-TAX>                                     (345)
<INCOME-CONTINUING>                              5,517
<DISCONTINUED>                                  10,639
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    16,156
<EPS-PRIMARY>                                     2.43
<EPS-DILUTED>                                     2.43
        

</TABLE>