CLEVELAND INDIANS BASEBALL CO INC
SC 13G/A, 2000-02-15
RACING, INCLUDING TRACK OPERATION
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                                SCHEDULE 13G

                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.

                                SCHEDULE 13G


                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
                             (AMENDMENT NO. 1)*


                  CLEVELAND INDIANS BASEBALL COMPANY, INC.
- ------------------------------------------------------------------------------
                              (Name of Issuer)

                   CLASS A COMMON STOCK WITHOUT PAR VALUE
- ------------------------------------------------------------------------------
                       (Title of Class of Securities)

                                 186202107
          -------------------------------------------------------
                               (CUSIP Number)

                             FEBRUARY 14, 2000
          -------------------------------------------------------
          (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 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 (the "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 1 of 4 Pages





                    *SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
                                SCHEDULE 13G
- -----------------------------                ----- ----- ---- ----------------
CUSIP NO. 186202107                           PAGE      2    OF     4   PAGES
- -----------------------------                ----- ----- ---- ----------------

1   NAME OF REPORTING PERSON
    /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       CHILTON INVESTMENT COMPANY, INC.

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)  [ ]
                                                          (b)  [ ]

3   SEC USE ONLY

4   CITIZENSHIP OR PLACE OF ORGANIZATION

     DELAWARE

  NUMBER OF      5  SOLE VOTING POWER

   SHARES                0

 BENEFICIALLY    6  SHARED VOTING POWER

OWNED BY EACH            0

 REPORTING       7  SOLE DISPOSITIVE POWER

PERSON WITH              0

                 8  SHARED DISPOSITIVE POWER

                         0

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           0

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)              [ ]
    EXCLUDES CERTAIN SHARES*



11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          0%

12  TYPE OF REPORTING PERSON*

          CO

<PAGE>

     Pursuant to Rule 13d-2(b) of Regulation 13D-G under the Securities
Exchange Act of 1934, as amended, the Schedule 13G initially filed on May
24, 1999 by Chilton Investment Company, Inc. (the "Reporting Person") with
respect to the Class A common stock, without par value (the "Class A Common
Stock"), of Cleveland Indians Baseball Company, an Ohio corporation, is
hereby amended by this Amendment No. 1 to the Schedule 13G to report a
change in the information reported in the previous filing on Schedule 13G.
Since the Reporting Person no longer beneficially owns more than 5% of the
Common Stock, this filing constitutes the Reporting Person's final
statement on Schedule 13G with respect to the Common Stock. The Schedule
13G is hereby amended as follows:


     Item 4 is hereby amended and restated in its entirety to read:


Item 4.        OWNERSHIP:


(a)            AMOUNT BENEFICIALLY OWNED:  0 shares of Class A Common Stock.

(b)            PERCENT OF CLASS:  0%

(c)            NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

               (i)    sole power to vote or to direct the vote:

                      0

               (ii)   shared power to vote or to direct the vote:

                      0

               (iii)  sole power to dispose or to direct the disposition of:

                      0

               (iv)   shared power to dispose or to direct the disposition of:

                      0
<PAGE>
                                          SIGNATURE

     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:  February 15, 2000                CHILTON INVESTMENT COMPANY, INC.



                                         By:  /s/ Richard L. Chilton, Jr.
                                              ------------------------------

                                              Name:  Richard L. Chilton, Jr.
                                              Title: Chairman and Chief
                                                     Executive Officer



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