OMB APPROVAL
UNITED STATES
OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION
Expires: October 31, 1994
Washington, D.C. 20549
Estimated average burden
hours per response . . . 14.90
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____________)*
CONTEL CELLULAR INC.
(Name of Issuer)
Class A Common Stock, par value $1.00
(Title of Class of Securities)
210904108
(CUSIP Number)
Check the following box if a fee is being paid with this statement
X
. (A fee is not required only if the filing
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.)
*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 ("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).
SEC 1745 (2/92)
CUSIP No.
210904108
13G
Page
2
of
5
Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CS First Boston, Inc.
13-2853402
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
X
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF
5
SOLE VOTING POWER
551,480 Shares of Class A Common Stock, par Value $1.00
SHARES
BENEFICIALLY
OWNED BY
EACH
6
SHARED VOTING POWER
-0-
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
551,480 Shares of Class A Common Stock, par value $1.00
8
SHARED DISPOSITIVE POWER
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
551,480 Shares of Class A Common Stock, par value $1.00
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.54%
12
TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1.
(a)
Name of Issuer
Contel Cellular, Inc.
(b)
Address of Issuer's Principal Executive Offices
245 Perimeter Center Parkway
Atlanta, Georgia 30346
Item 2.
(a)
Name of Person Filing
CS First Boston, Inc.
(b)
Address of Principal Business Office
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
(c)
Citizenship
State of Delaware
(d)
Title of Class of Securities
Class A Common Stock, par value $1.00
(e)
CUSIP Number
21090418
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a)
Broker or Dealer registered under Section 15 of the Act
(b)
Bank as defined in Section 3(a)(6) of the Act
(c)
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
Investment Company registered under Section 8 of the Investment Company
Act
(e)
Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940
(f)
Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see 240.13d-
1(b)(1)(ii)(F)
(g)
X
Parent Holding Company, in accordance with 240.13d-1(b)(ii)(G) (Note:
See Item 7)(h)Group, in accordance with 240.13d-1(b)(1)(ii)(H)
Item 4.Ownership*(a)Amount Beneficially Owned:551,480 Shares of Class A
Common Stock, par value $1.00(b)Percent of Class:5.54%(c)Number of
shares as to which such person has:(i)sole power to vote or to direct
the vote 551,480 Shares of Class A Common Stock, par value
$1.00(ii)shared power to vote or to direct the vote
-0-
(iii)
sole power to dispose or to direct the disposition of
551,480 Shares of Class A Common Stock, par value $1.00
(iv)
shared power to dispose or to direct the disposition of-0-
-0-
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
.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
Other than as disclosed herein, the reporting person knows of no other
person who has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the securities
covered by this Schedule 13G.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
CSFBI has filed this schedule pursuant to Rule 13d-1(b) (ii) (G) as a
parent holding company and beneficially owns the securities covered by
this schedule indirectly through its wholly-owned subsidiary, CS First
Boston Corporation, a broker-dealer registered under Section 15 of the
Securities Exchange Act of 1934.
Item 8.
Identification and Classification of Members of the Group
N/A
Item 9.
Notice of Dissolution of Group
N/A
Item 10.
Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant
in any transaction having such purposes or effect.
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.
CS FIRST BOSTON, INC.
Agnes Reicke
Director and Secretary
Date
* 100% of the outstanding Voting Common Stock of CS First Boston, Inc.
("CSFBI") and approximately 74% of the outstanding Non-Voting Common
Stock of CSFBI is owned by CS Holding. Through its ownership of Common
Stock of CSFBI, CS Holding, for purposes of the federal securities laws,
may be deemed to ultimately control CSFBI. CS Holding, its executive
officers and directors and its direct and indirect subsidiaries, in
addition to CSFBI, may beneficially own Shares of the issuer and such
Shares are not reported in this Statement. CS Holding disclaims
beneficial ownership of Shares beneficially owned by its direct and
indirect subsidiaries, including CSFBI.
