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. 1 )*
CLEVELAND INDIANS BASEBALL COMPANY, INC.
________________________________________
(Name of Issuer)
Class A Common Stock, $0.00 Par Value
_____________________________________
(Title of Class of Securities)
186202107
______________
(CUSIP Number)
December 31, 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 the 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 177,000
Each
Reporting 7 Sole Dispositive Power
Person 30,000
With
8 Shared Dispositive Power
177,000
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
207,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
4.998%
12 Type of Reporting Person*
OO
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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 ("Ms. A. Gruss"), and Joshua Gruss ("Mr. J. Gruss"). The Reporting Person
is the managing general partner of MDG Partners and exercises sole investment
discretion with respect to the Shares held for the accounts of Ms. A. Gruss and
Mr. J. Gruss.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address and 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) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 1999, the Reporting Person may be deemed
the beneficial owner of 207,000 Shares. This number consists
of (i) 55,500 Shares held for the account of Pegasus Holding;
(ii) 121,500 Shares held for the account of MDG Partners;
(iii) 15,000 Shares held for the account of Ms. A. Gruss and
(iv) 15,000 Shares held for the account of Mr. J. Gruss.
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Page 4 of 6 Pages
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
4.998% 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: 177,000
(iii) Sole power to dispose or to direct the disposition of: 30,000
(iv) Shared power to dispose or to direct the disposition of: 177,000
Item 5. Ownership of Five Percent or Less of a Class:
If this Statement is being filed to report the fact that as of
the date hereof the Reporting Person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
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) Ms. A. Gruss has the right to participate in the receipt of
dividends from, or proceeds from the sale of, the Shares held for her account.
(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: February 10, 2000
/S/ MARTIN D. GRUSS
------------------------------------
MARTIN D. GRUSS
