<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Cleveland Indians Baseball Company, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Shares
- --------------------------------------------------------------------------------
(Title of Class of Securities)
186 202-10-7
--------------
(CUSIP Number)
Edward G. Ptaszek, Jr.
Baker & Hostetler LLP
3200 National City Center
1900 East 9th Street
Cleveland, Ohio 44114-3485
(216) 621-0200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 9, 1998
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement o. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 3d-(a) for other parties to whom copies are to be sent.
- --------
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
disclosures provided in a prior cover page.
The information required on 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 ("Act") 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).
<PAGE> 2
<TABLE>
<CAPTION>
- --------------------------------------------- --------------------------------------------
CUSIP NO. 186202-10-7 13D PAGE 2 OF 6 PAGES
- --------------------------------------------- --------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard E. Jacobs
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- ------------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,414,867
NUMBER OF -------------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
2,414,867
-------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,414,867
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.6
- ------------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.
Page 2 of 4 Pages
<PAGE> 3
Page 3 of 6
ITEM 1. SECURITY AND ISSUER.
The class of equity security to which this Schedule 13D relates is the
Class A Common Shares, without par value (the "Class A Common Shares"), of
Cleveland Indians Baseball Company, Inc., an Ohio corporation (the "Issuer").
The address of the Issuer's principal executive offices is 2401 Ontario Street,
Cleveland, Ohio 44114.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed by Richard E. Jacobs ("Mr.
Jacobs").
(b) The business address of Mr. Jacobs is 25425 Center Ridge Road,
Cleveland, Ohio 44115.
(c) Mr. Jacobs is a controlling person, the Chairman of the Board,
President and Chief Executive Officer of the Issuer. Mr. Jacobs is also Chairman
of the Board and Chief Executive Officer of The Richard E. Jacobs Group, Inc., a
real estate development and management company.
(d) During the last five years, Mr. Jacobs has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years Mr. Jacobs has not been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of which was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Mr. Jacobs is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Issuer was organized to acquire the sole general partnership
interest in Cleveland Indians Baseball Company Limited Partnership, an Ohio
limited partnership (the "Partnership"), in connection with the Issuer's initial
public offering of 4,000,000 Class A Common Shares completed on June 9, 1998. At
the closing of the offering, Mr. Jacobs, as sole trustee of the Jacobs family
trusts (defined below), acquired beneficial ownership of an aggregate of 133,100
Class A Common Shares as follows: (i) 99,825 Class A Common Shares were acquired
by Richard E. Jacobs, Trustee under Declaration of Trust dated April 23, 1987
(the "REJ Trust") and (ii) 33,275 Class A Common Shares were acquired by Richard
E. Jacobs, Trustee of the David H. Jacobs Marital Trust (the "DHJ Trust" and
together with the REJ Trust, the "Jacobs family trusts"). The purchase price for
these shares was $15.00 per share paid from cash on hand. The aggregate purchase
price was $1,996,500.
In addition, at the closing of the offering, Mr. Jacobs also acquired
beneficial ownership of 2,281,667 Class B Common Shares, without par value, of
the Company (the "Class B Common Shares") in connection with the merger of
Ballpark Management Company, the manager of Jacobs Field, into the Company. Of
such shares, 1,711,250 Class B Common Shares were acquired by the REJ Trust and
570,417 Class B Common Shares were acquired by the DHJ Trust. Because the Class
B Common Shares are convertible on a one-for-one basis into Class A Common
Shares, Mr. Jacobs may be deemed to beneficially own 2,281,667 Class A Common
Shares issuable upon conversion of the 2,281,667 Class B Common Shares. Since
the Class B Common Shares are restricted securities within the meaning of Rule
144 under the Securities Act of 1933, any Class A Common Shares
<PAGE> 4
Page 4 of 6
acquired by the Jacobs family trusts upon conversion of Class B Common Shares
may not be publicly sold until June 9, 1999.
The Shares described above are in addition to 100 Common Shares of the
Issuer acquired by the Jacobs family trusts for $15.00 per share in cash in
connection with the initial capitalization of the Issuer. These Common Shares
were changed into 100 Class A Common Shares pursuant to an amendment to the
Issuer's Articles of Incorporation in connection with the offering.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the above transactions was to effect the offering and
the Issuer's acquisition of a 51% general partnership interest in the
Partnership. Mr. Jacobs does not have any plans or proposals which relate to or
would result in: (a) the acquisition by him of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or the Partnership; (c) a sale or transfer of a material
amount of assets of the Issuer or the Partnership; (d) any change in the present
board of directors or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on
the Issuer's board of directors; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure, including but not limited to,
if the Issuer is a registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for which a vote is
required by Section 13 of the Investment Company Act of 1940; (g) changes in the
Issuer's Articles of Incorporation, Code of Regulations or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or (j) any action similar to
any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) All of the Class A Common Shares to which this Schedule 13D relates
are owned by Richard E. Jacobs as trustee of the Jacobs family trusts. The REJ
Trust owns 99,900 Class A Common Shares and 1,711,250 Class B Common Shares, and
the DHJ Trust owns 33,300 Class A Common Shares and 570,417 Class B Common
Shares. Mr. Jacobs is the sole trustee of the Jacobs family trusts and has sole
voting and dispositive power with respect to the securities held thereby. Mr.
Jacobs is also the sole beneficiary of the REJ Trust. Mr. Jacobs may be deemed
to beneficially own the 2,414,867 Class A Common Shares (which includes the
right to acquire 2,281,667 Class A Common Shares pursuant to the conversion
rights of the Class B Common Shares described above) held by the Jacobs family
trusts, representing 37.6% of the 6,421,043 Class A Common Shares deemed to be
issued and outstanding pursuant to Rule 13d-3.
(b) As sole trustee of the Jacobs family trusts, Mr. Jacobs has sole
power to vote or direct the vote of, and sole power to dispose or direct the
disposition of, 2,414,867 Class A Common Shares (which includes the right to
acquire 2,281,667 Class A Common Shares pursuant to the conversion rights of the
Class B Common Shares).
<PAGE> 5
Page 5 of 6
(c) See Item 3 for a description of the transactions in the Class A
Common Shares that were effected during the past sixty days by Mr. Jacobs as
trustee of the Jacobs family trusts.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In connection with the offering, the Issuer acquired a 51% general
partnership interest in the Partnership. Cleveland Baseball Corporation, an Ohio
corporation wholly-owned by the Jacobs family trusts ("CBC"), is the 49% limited
partner of the Partnership, whose interest is represented by 6,043,334 limited
partnership units. Pursuant to the First Amended and Restated Agreement of
Limited Partnership, dated June 9, 1998, by and among the Issuer and CBC (the
"Partnership Agreement"), as of June 9, 1999, each of the 6,043,334 limited
partnership units held by CBC will be exchangeable at any time by CBC for one
Class A Common Share. Also in connection with the offering, Mr. Jacobs,
individually and on behalf of the Jacobs family trusts, entered into letter
agreements with McDonald & Company Securities, Inc. ("McDonald & Company"), as
representative of the several underwriters of the offering, pursuant to which
each of Mr. Jacobs and the Jacobs family trusts has agreed, for a period of 270
days commencing on June 4, 1998, to not directly or indirectly, sell, offer to
sell, contract to sell, grant any option for the sale, transfer, distribute or
otherwise dispose of, by any means, any Class A Common Shares (or any securities
convertible into Class A Common Shares, including, without limitation, the Class
B Common Shares), or publicly announce any intention to do any of the foregoing,
without the prior written consent of McDonald & Company, except for certain
limited exceptions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Letter dated May 10, 1998, delivered by Richard E. Jacobs to
McDonald & Company Securities, Inc.
(b) Letter dated May 10, 1998, delivered by Richard E. Jacobs, as
sole trustee under the Declaration of Trust dated April 23,
1987, to McDonald & Company Securities, Inc.
(c) Letter dated May 10, 1998, delivered by Richard E. Jacobs, as
sole trustee of David H. Jacobs Marital Trust, to McDonald &
Company Securities, Inc.
<PAGE> 6
Page 6 of 6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 19, 1998
By: /s/ Richard E. Jacobs
--------------------------------------
Richard E. Jacobs
<PAGE> 1
Exhibit 7(a)
May 10, 1998
McDONALD & COMPANY SECURITIES, INC.
As Representative of the Several Underwriters
c/o McDonald & Company Securities, Inc.
McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114
Dear Sirs:
The undersigned understands that Cleveland Indians Baseball Company,
Inc. (the "Company") proposes to sell its Class A Common Shares, without par
value (the "Common Shares"), in a public offering (the "Public Offering") to be
underwritten by Underwriters, for which McDonald & Company Securities, Inc. is
serving as the Representative (the "Representative"), as contemplated by the
Registration Statement on Form S-1 (Registration No. 333-49357) filed with the
Securities and Exchange Commission.
The Representative has indicated that the prospect of public sales of
Common Shares by Directors, executive officers or existing shareholders of the
Company during the several months after the Public Offering would be detrimental
to their underwriting effort and could affect the market for the Common Shares.
Therefore, the Representative has requested that the undersigned agree not to
sell any Common Shares prior to 270 days after the date of the final Prospectus
to be used in confirming the sale of the Common Shares in the Public Offering
(the "Final Prospectus").
Therefore, in order to induce the Underwriters to proceed with the
proposed Public Offering, the undersigned hereby acknowledges and agrees that,
except with the prior written consent of McDonald & Company Securities, Inc.,
the undersigned will not directly or indirectly, sell, offer to sell, contract
to sell, grant any option for the sale, transfer, distribute or otherwise
dispose of by any means (or publicly announce any intention to do any of the
foregoing) any Common Shares (or any securities convertible into Common Shares
including, without limitation, Class B Common Shares) which the undersigned has
or will have the right to acquire through options, warrants, subscription or
other rights, prior to 270 days after the date of the Final
<PAGE> 2
Prospectus, other than pursuant to bona fide gifts to persons or entities who
agree in writing with the Representative to be bound by the restrictions
contained in this letter.
Very truly yours,
By:
/s/ Richard E. Jacobs
----------------------------------
Richard E. Jacobs
Chairman of the Board of Directors,
President and Chief Executive Officer
<PAGE> 1
Exhibit 7(b)
May 10, 1998
McDONALD & COMPANY SECURITIES, INC.
As Representative of the Several Underwriters
c/o McDonald & Company Securities, Inc.
McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114
Dear Sirs:
The undersigned understands that Cleveland Indians Baseball Company,
Inc. (the "Company") proposes to sell its Class A Common Shares, without par
value (the "Common Shares"), in a public offering (the "Public Offering") to be
underwritten by Underwriters, for which McDonald & Company Securities, Inc. is
serving as the Representative (the "Representative"), as contemplated by the
Registration Statement on Form S-1 (Registration No. 333-49357) filed with the
Securities and Exchange Commission.
The Representative has indicated that the prospect of public sales of
Common Shares by Directors, executive officers or existing shareholders of the
Company during the several months after the Public Offering would be detrimental
to their underwriting effort and could affect the market for the Common Shares.
Therefore, the Representative has requested that the undersigned agree not to
sell any Common Shares prior to 270 days after the date of the final Prospectus
to be used in confirming the sale of the Common Shares in the Public Offering
(the "Final Prospectus").
Therefore, in order to induce the Underwriters to proceed with the
proposed Public Offering, the undersigned hereby acknowledges and agrees that,
except with the prior written consent of McDonald & Company Securities, Inc.
(which consent shall not be unreasonably withheld with respect to a proposed
sale, transfer, or any other disposal of Class B Common Shares in the event of
the death of Richard E. Jacobs), the undersigned will not directly or
indirectly, sell, offer to sell, contract to sell, grant any option for the
sale, transfer, distribute or otherwise dispose of by any means (or publicly
announce any intention to do any of the foregoing) any Common Shares (or any
securities convertible into Common Shares including, without limitation, Class B
Common Shares) which the undersigned has or will have the right to acquire
through options, warrants, subscription or other rights, prior to 270 days after
the date of the Final Prospectus, other than
<PAGE> 2
pursuant to bona fide gifts to persons or entities who agree in writing with the
Representative to be bound by the restrictions contained in this letter.
Very truly yours,
By:
/s/ Richard E. Jacobs
----------------------------------
Richard E. Jacobs, as sole trustee under the
Declaration of Trust dated April 23, 1987
<PAGE> 1
Exhibit 7(c)
May 10, 1998
McDONALD & COMPANY SECURITIES, INC.
As Representative of the Several Underwriters
c/o McDonald & Company Securities, Inc.
McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114
Dear Sirs:
The undersigned understands that Cleveland Indians Baseball Company,
Inc. (the "Company") proposes to sell its Class A Common Shares, without par
value (the "Common Shares"), in a public offering (the "Public Offering") to be
underwritten by Underwriters, for which McDonald & Company Securities, Inc. is
serving as the Representative (the "Representative"), as contemplated by the
Registration Statement on Form S-1 (Registration No. 333-49357) filed with the
Securities and Exchange Commission.
The Representative has indicated that the prospect of public sales of
Common Shares by Directors, executive officers or existing shareholders of the
Company during the several months after the Public Offering would be detrimental
to their underwriting effort and could affect the market for the Common Shares.
Therefore, the Representative has requested that the undersigned agree not to
sell any Common Shares prior to 270 days after the date of the final Prospectus
to be used in confirming the sale of the Common Shares in the Public Offering
(the "Final Prospectus").
Therefore, in order to induce the Underwriters to proceed with the
proposed Public Offering, the undersigned hereby acknowledges and agrees that,
except with the prior written consent of McDonald & Company Securities, Inc.
(which consent shall not be unreasonably withheld with respect to a proposed
sale, transfer, or any other disposal of Class B Common Shares requested upon
the death of Richard F. Jacobs), the undersigned will not directly or
indirectly, sell, offer to sell, contract to sell, grant any option for the
sale, transfer, distribute or otherwise dispose of by any means (or publicly
announce any intention to do any of the foregoing) any Common Shares (or any
securities convertible into Common Shares including, without limitation, Class B
Common Shares) which the undersigned has or will have the right to acquire
through options, warrants, subscription or other rights, prior to 270 days after
the date of the Final Prospectus, other than
<PAGE> 2
pursuant to bona fide gifts to persons or entities who agree in writing with the
Representative to be bound by the restrictions contained in this letter.
Very truly yours,
By:
/s/ Richard E. Jacobs
----------------------------------
Richard E. Jacobs, as sole trustee of
David H. Jacobs Marital Trust
