SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
CLEVELAND INDIANS BASEBALL COMPANY,INC.
_________________________________________
(Name of Issuer)
Class A Common Stock, $0.00 Par Value
_____________________________________
(Title of Class of Securities)
186202107
___________
(CUSIP Number)
May 10, 1999
_____________________________________
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following page(s)
Page 1 of 6 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 186202107 Page 2 of 6 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Martin D. Gruss (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 30,000
Shares
Beneficially 6 Shared Voting Power
Owned By 258,300
Each
Reporting 7 Sole Dispositive Power
Person 30,000
With
8 Shared Dispositive Power
258,300
9 Aggregate Amount Beneficially Owned by Each Reporting Person
288,300
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.96%
12 Type of Reporting Person*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 6 Pages
Item 1(a) Name of Issuer:
Cleveland Indians Baseball Company, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
2401 Ontario Street, Cleveland, Ohio 44115
Item 2(a) Name of Person Filing:
This statement is filed on behalf of Martin D. Gruss (the
"Reporting Person").
This statement relates to Shares (as defined herein) held for
the account of Pegasus Holding Corporation, a Delaware corporation ("Pegasus
Holding"), wholly owned by Pegasus Equity Partners, a New York partnership. The
Reporting Person is a trustee of an entity which is the majority owner of
Pegasus Equity Partners. This statement also relates to Shares held for the
accounts of MDG Partners, LP, a New York partnership ("MDG Partners"), Amanda
Gruss Custodial Trust, a Florida trust (the "AG Trust"), and Joshua Gruss ("Mr.
J. Gruss"). The Reporting Person is the managing general partner of MDG
Partners, the sole trustee of the AG Trust and exercises sole investment
discretion with respect to the Shares held for the account of Mr.
J. Gruss.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of the Reporting
Person is c/o Gruss & Co., 900 Third Avenue, New York, NY 10022.
Item 2(c) Citizenship:
The Reporting Person is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $0.00 par value (the "Shares").
Item 2(e) CUSIP Number:
186202107
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
<PAGE>
Page 4 of 6 Pages
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of May 13, 1999, the Reporting Person may be deemed the
beneficial owner of 288,300 Shares. This number consists of
(i) 55,500 Shares held for the account of Pegasus Holding;
(ii) 202,800 Shares held for the account of MDG Partners;
(iii) 15,000 Shares held for the account of the AG Trust and
(iv) 15,000 Shares held for the account of Mr. J. Gruss.
Item 4(b) Percent of Class:
The number of Shares of which the Reporting Person may be
deemed to be the beneficial owner constitutes approximately
6.96% of the total number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
The Reporting Person
--------------------
(i) Sole power to vote or to direct the vote: 30,000
(ii) Shared power to vote or to direct the vote: 258,300
(iii) Sole power to dispose or to direct the disposition of: 30,000
(iv) Shared power to dispose or to direct the disposition of: 258,300
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The shareholders of Pegasus Holdings have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the Shares, held
by Pegasus Holdings in accordance with their ownership interests in Pegasus
Holdings.
(ii) The partners of MDG Partners have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares, held by the
MDG Partners in accordance with their ownership interests in MDG Partners.
(iii)The beneficiaries of the AG Trust have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the Shares, held
by the AG Trust in accordance with their beneficial interests in the AG Trust.
(iv) Mr. J. Gruss has the right to participate in the receipt of
dividends from, or proceeds from the sale of, the Shares, held for his account.
<PAGE>
Page 5 of 6 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: May 14, 1999
MARTIN D. GRUSS
/s/ MARTIN D. GRUSS
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