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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Centennial Cellular Corp.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
15133V 109
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(CUSIP Number)
January 7, 1999
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
X Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Century Communications Corp.
06-1158179
2) Member of a Group:
(a) [ ]
(b) [ X ]
3) Sec Use Only:
4) Citizenship or Place of Organization:
New Jersey
Number of Shares Beneficially Owned by Each Reporting Person with:
5) Sole Voting Power: 0
6) Shared Voting Power: 0
7) Sole Dispositive Power: 0
8) Shared Dispositive Power: 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
0
10) Aggregate Amount In Row (9) Excludes Shares:
Not Applicable.
11) Percent of Class Represented by Amount in Row (9):
0%
12) Type of Reporting Person:
HC
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1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Century Cellular Holding Corp.
2) Member of a Group:
(a) [ ]
(b) [ X ]
3) Sec Use Only:
4) Citizenship or Place of Organization:
New York
Number of Shares Beneficially Owned by Each Reporting Person with:
5) Sole Voting Power: 0
6) Shared Voting Power: 0
7) Sole Dispositive Power: 0
8) Shared Dispositive Power: 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
0
10) Aggregate Amount In Row (9) Excludes Shares:
Not Applicable.
11) Percent of Class Represented by Amount in Row (9):
0%
12) Type of Reporting Person:
HC
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1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Claire L. Tow
2) Member of a Group:
(a) [ ]
(b) [ X ]
3) Sec Use Only:
4) Citizenship or Place of Organization:
USA
Number of Shares Beneficially Owned by Each Reporting Person with:
5) Sole Voting Power: 0
6) Shared Voting Power: 0
7) Sole Dispositive Power: 0
8) Shared Dispositive Power: 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
0
10) Aggregate Amount in Row (9) Excludes Shares:
Not Applicable.
11) Percent of Class Represented by Amount in Row (9):
0%
12) Type of Reporting Person:
IN
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1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Leonard Tow
2) Member of a Group:
(a) [ ]
(b) [ X ]
3) Sec Use Only:
4) Citizenship or Place of Organization:
USA
Number of Shares Beneficially Owned by Each Reporting Person with:
5) Sole Voting Power: 0
6) Shared Voting Power: 0
7) Sole Dispositive Power: 0
8) Shared Dispositive Power: 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
0
10) Aggregate Amount in Row (9) Excludes Shares:
Not Applicable.
11) Percent of Class Represented by Amount in Row (9):
0%
12) Type of Reporting Person:
IN
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SCHEDULE 13G-AMENDMENT NO. 1
Item 1.
(a) Name of Issuer:
Centennial Cellular Corp.
(b) Address of Issuer's Principal Executive Offices:
1305 Campus Parkway
Neptune, NJ 07753
Item 2.
<TABLE>
<CAPTION>
(a) Name of Person filing (b) Address (c) Citizenship
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<S> <C> <C>
Century Communications Corp. 50 Locust Avenue New Jersey
New Canaan, CT 06840
Century Cellular Holding Corp. 11 E. 44th Street New York
New York, NY 10017
Leonard Tow 160 Lantern Ridge Road USA
New Canaan, CT 06840
Claire L. Tow 160 Lantern Ridge Road USA
New Canaan, CT 06840
</TABLE>
(d) Title of Class of Securities:
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Class B Common Stock
(e) Cusip Number: 15133V 109
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The above number is the CUSIP Number for Class A Common Stock. There is no
CUSIP Number for Class B Common Stock. Each share of Class B Common Stock was
convertible at any time into one share of Class A Common Stock.
Item 3. Not applicable.
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Item 4. Ownership:
<TABLE>
<CAPTION>
Percent
Shares of Percent of Total
Title of of Class of Voting
Class Owned Class Power(3)
----- ----- ----- --------
<S> <C> <C> <C> <C>
Century Communications Corp. Not Applicable 0 0% 0%
50 Locust Avenue
New Canaan, CT 06840
Century Cellular Holding Corp.(1) Class B 0 0 0
11 E. 44th Street Common (2)
New York, NY 10017
Leonard Tow Not applicable 0 0 0
160 Lantern Ridge Road
New Canaan, CT 06840
Claire L. Tow Not applicable 0 0 0
160 Lantern Ridge Road
New Canaan, CT 06840
</TABLE>
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(1) On January 7, 1999, Centennial Cellular Corp. ("Centennial") completed
the previously announced merger of CCW Acquisition Corp., a company
organized at the direction of Welsh, Carson, Anderson & Stowe, with
and into Centennial. Prior to the merger, Century Communications Corp.
was a holder of approximately 8,561,819 shares of Class B Common Stock
and 3,978 shares of Second Series Convertible Preferred Stock of
Centennial.
(2) Prior to the merger, each share of Centennial Class B Common Stock was
convertible at any time into one share of Class A Common Stock of
Centennial. The Class B Common Stock had fifteen votes per share and
the Class A Common Stock had one vote per share.
(3) Class A and Class B Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Century Communications Corp., Century Cellular Holding Corp., Leonard
Tow and Claire L. Tow, individually and collectively, have ceased to be
the beneficial owners of more than 5% of the Class B Common Stock of
this Issuer.
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Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security being Reported on by the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Not Applicable.
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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.
Date: February 10, 1999 CENTURY COMMUNICATIONS CORP.
/s/ Scott N. Schneider
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By: Scott N. Schneider
Title: Senior Vice President, Chief Financial
Officer and Treasurer
CENTURY CELLULAR HOLDING CORP.
/s/ Scott N. Schneider
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By: Scott N. Schneider
Title: Vice President, Chief Financial
Officer and Treasurer
/s/ Leonard Tow /s/ Claire L. Tow
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Leonard Tow Claire L. Tow
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