<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 1999.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
=========
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
=========
CLEVELAND INDIANS BASEBALL COMPANY, INC.
(Exact name of registrant as specified in its charter)
Ohio 34-1861303
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2401 Ontario Street, Cleveland, Ohio 44115
(Address of Principal Executive Offices) (Zip Code)
------------
CLEVELAND INDIANS BASEBALL COMPANY, INC.
LONG-TERM INCENTIVE PLAN
(Full title of the plan)
------------
RICHARD E. JACOBS
Chairman of the Board, President and Chief Executive Officer
Cleveland Indians Baseball Company, Inc.
2401 Ontario Street
Cleveland, Ohio 44115
(Name and address of agent for service)
(216) 420-4200
(Telephone number, including area code, of agent for service)
------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be Offering aggregate registration
to be registered price per offering fee(1)
registered unit(1) price(1)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A
Common Shares,
Without par 700,000 Shares $18.625 $13,037,500 $3,624
Value
========================================================================================
</TABLE>
(1) The registration fee has been calculated pursuant to Rule 457(c) and
(h) based on the average of the high and low sales price on June 2,
1999 of the Registrant's Class A Common Shares quoted on the Nasdaq
National Market.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in this Registration Statement. All documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended ("Exchange Act"), subsequent to the date of the filing of
this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereunder have been
sold, or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999; and
(c) The description of the Company's Class A Common Shares
contained in the Company's Registration Statement on Form 8-A
dated June 2, 1998.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Shares offered hereby has been passed upon
for the Company by Baker & Hostetler LLP, Cleveland, Ohio. Edward G. Ptaszek,
Jr., a director of the Company, is a partner of Baker & Hostetler LLP.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Ohio Revised Code ("Ohio Code") authorizes Ohio corporations to
indemnify officers and directors from liability if the officer or director acted
in good faith and in a manner reasonably believed by the officer or director to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal actions, if the officer or director had no reason to believe his
action was unlawful. In the case of an action by or on behalf of a corporation,
indemnification may not be made (i) if the person seeking indemnification is
adjudged liable for negligence or misconduct, unless the court in which such
action was brought determines such person is fairly and reasonably entitled to
indemnification, or (ii) if liability asserted against such person concerns
certain unlawful distributions. The indemnification provisions of the Ohio Code
require indemnification if a director or officer has been successful on the
merits or otherwise in defense of any action, suit or proceeding that he or she
was a party to by reason of the fact that he or she is or was a director or
officer of the corporation. The indemnification authorized under Ohio law is not
exclusive and is in addition to any other rights granted to officers and
directors under the articles of incorporation or code of regulations of the
corporation or any agreement between officers and directors and the corporation.
A corporation may purchase and maintain insurance or furnish similar protection
on behalf of any officer or director against any liability asserted against him
and incurred by him in his capacity, or arising out of his status, as an officer
or director, whether or not the corporation would have the power to indemnify
him against such liability under the Ohio Code.
The Registrant's Code of Regulations provides for the indemnification
of directors and officers of the Registrant to the maximum extent permitted by
Ohio law as authorized by the Board of Directors of the Registrant and for the
advancement of expenses incurred in connection with the defense of any action,
suit or proceeding that he or she was a party to by reason of the fact that he
or she is or was a director or officer of the Registrant upon the receipt of an
undertaking to repay such amount unless it is ultimately determined that the
director or officer is entitled to indemnification.
II-1
<PAGE> 3
The Registrant maintains a directors' and officers' insurance policy
which insures the officers and directors of the Registrant from claims arising
out of an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Registrant, subject to certain exceptions.
The Registrant has entered into indemnification agreements with its
officers and directors which provide for indemnification to the fullest extent
permitted under Ohio law.
ITEM 8. EXHIBITS.
Exhibit Number Description Of Exhibit
- -------------- -----------------------
4.01 Amended and Restated Articles of Incorporation of Cleveland
Indians Baseball Company, Inc.(1)
4.02 Code of Regulations of Cleveland Indians Baseball
Company, Inc.(1)
5.01 Opinion of Baker & Hostetler LLP
23.01 Consent of Deloitte & Touche LLP
23.02 Consent of Baker & Hostetler LLP (included in Exhibit 5.01
hereto)
24.01 Powers of Attorney (included at page II-4)
99.01 Cleveland Indians Baseball Company, Inc. Long-term
Incentive Plan(1)
- --------------
(1) Incorporated by reference from the Registrant's Registration Statement
on Form S-1 (Registration No. 333-49357), as amended.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement: (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of
1933 (the "Securities Act"); (ii) to reflect in the
prospectus any facts or events arising after the
effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement; notwithstanding the
foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; (iii) to include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement; provided, however, that
clauses (i) and (ii) do not apply if the information
required to be included in a post-effective amendment
by those clauses is contained in periodic reports
filed by the
II-2
<PAGE> 4
Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered herein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The undersigned Registrant further undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on this 7th day of June,
1999.
CLEVELAND INDIANS BASEBALL COMPANY, INC.
By /s/ Richard E. Jacobs
---------------------------------------------
Richard E. Jacobs, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Edward G. Ptaszek, Jr. or
Anthony W. Weigand, or either of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all pre- and
post-effective amendments to this Registration Statement and to sign any
Registration Statements and amendments thereto for the same offering pursuant to
Rule 462(b) under the Securities Act of 1933, and to file the same, with all
exhibits hereto, and other documents in connection herewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
this 7th day of June, 1999.
/s/ Richard E. Jacobs Chairman of the Board, President,
- ----------------------------- Chief Executive Officer and Director
Richard E. Jacobs (principal executive officer)
/s/ Kenneth E. Stefanov Vice President, Finance (principal
- ----------------------------- financial officer and principal
Kenneth E. Stefanov accounting officer)
/s/ Martin J. Cleary Director
- ----------------------------
Martin J. Cleary
Director
- ----------------------------
Robert W. Brown, M.D.
/s/ Raymond P. Park Director
- ----------------------------
Raymond P. Park
/s/ Edward G. Ptaszek, Jr. Director
- ----------------------------
Edward G. Ptaszek, Jr.
/s/ William B. Summers, Jr. Director
- ----------------------------
William B. Summers, Jr.
II-4
<PAGE> 6
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
4.01 Amended and Restated Articles of Incorporation of
Cleveland Indians Baseball Company, Inc.(1)
4.02 Code of Regulations of Cleveland Indians Baseball
Company, Inc.(1)
5.01 Opinion of Baker & Hostetler LLP
23.01 Consent of Deloitte & Touche LLP
23.02 Consent of Baker & Hostetler LLP (included in
Exhibit 5.01 hereto)
24.01 Powers of Attorney (included at page II-4)
99.01 Cleveland Indians Baseball Company, Inc. Long-Term
Incentive Plan(1)
- -------------------------------
(1) Incorporated by reference from the Registrant's Registration Statement
on Form S-1 (Registration No. 333-49357), as amended.
<PAGE> 1
Exhibit 5.01
June 7, 1999
Cleveland Indians Baseball Company, Inc.
2401 Ontario Street
Cleveland, Ohio 44115
Re: Cleveland Indians Baseball Company, Inc. Long-Term Incentive
Plan
Ladies and Gentlemen:
We have acted as counsel to Cleveland Indians Baseball
Company, Inc., an Ohio corporation (the "Company"), in connection with the
Company's Registration Statement on Form S-8 (the "Registration Statement")
being filed under the Securities Act of 1933, as amended (the "Act"), relating
to the offering of up to 700,000 Class A Common Shares, without par value (the
"Common Shares"), of the Company pursuant to the Cleveland Indians Baseball
Company, Inc. Long-Term Incentive Plan (the "Plan").
We have examined the Plan and such documents, records and
matters of law as we have deemed necessary for purposes of this opinion and,
based solely thereon, we are of the opinion that the Common Shares available for
issuance under the Plan, when issued, delivered and paid for pursuant to the
Plan, will be duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit
5.01 to the Registration Statement and to the reference to our firm in Item 5 of
Part II to the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Baker & Hostetler LLP
Baker & Hostetler LLP
<PAGE> 1
Exhibit 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cleveland Indians Baseball Company, Inc. on Form S-8 of our report dated
February 25, 1999 appearing in the Annual Report on Form 10-K of Cleveland
Indians Baseball Company, Inc. for the period June 9, 1998 to December 31, 1998
for Cleveland Indians Baseball Company, Inc. and for the period January 1, 1998
to June 8, 1998 and for the years ended December 31, 1997 and 1996 for
Cleveland Indians Baseball Company Predecessor Group.
/s/ Deloitte & Touche LLP
Cleveland, Ohio
June 7, 1999
