Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cellular Communications of Puerto Rico, Inc.
-----------------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------------
(Title of Class of Securities)
150919108
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(CUSIP Number)
Linda S. Martinson, Esq. (212) 759-7700
450 Park Avenue, Suite 2800, New York, NY 10022
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
-----------------------------------------------------
(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 this statement [ ].
(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
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).
SEC 1746 (12-91)<PAGE>
<PAGE>
Schedule 13D Amendment No. 1(continued)
CUSIP No. 150919108 Page 2 of 7 Pages
- - --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Baron
- - --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- - --------------------------------------------------------------------------------
3 SEC USE ONLY
- - --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(C) OR 2(E) [ ]
- - --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- - --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 129,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,056,200
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 129,000
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,056,200
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,185,200
- - --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- - --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
- - --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- - --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
<PAGE>
Page 3 of 7 Pages
Item 1. Security and Issuer
(a) Name of Issuer:
Cellular Communication of Puerto Rico, Inc.
(b) Address of Issuer's Principal Executive Offices:
110 East 59th Street
New York, NY 10022
(c) Title and Class of Securities:
Common Stock
Item 2. Identity and Background
(a) Name:
Ronald Baron
(b) Business Address:
450 Park Avenue
Suite 2800
New York, NY 10022
(c) Present Principal Employment:
President: Baron Capital Management, Inc., BAMCO, Inc.,
Baron Capital, Inc.
450 Park Avenue
Suite 2800
New York, NY 10022
(d) Record of Convictions:
No material change.
(e) Record of Civil Proceedings:
No material change.
(f) Citizenship:
No material change.
Item 3. Source and Amount of Funds or Other Consideration
Reporting Person owns 4,000 shares of the issuer, purchased with cash
for an aggregate price of $80,620. As General Partner of Baron
Capital Partners, L.P.("BCP"), an investment partnership, he
directed the purchase of 125,000 shares for the account of BCP for
an aggregate purchase price of $2,845,303. Those shares were paid
for by cash assets in BCP's account and by margin borrowings
pursuant to the standard margin agreement of Spear, Leeds &
Kellogg. An additional 905,000 shares were purchased for an aggregate
purchase price of $25,522,392 for the accounts of two investment
companies registered under the Investment Company Act of 1940, Baron
Asset Fund and Baron Growth & Income Fund, (the "Baron Funds"), which
are advised by BAMCO, Inc. ("BAMCO"), a registered investment adviser
which is controlled by Ronald Baron. An additional 151,200 shares
were purchased for an aggregate purchase price of $4,132,119 for
the accounts of investment advisory clients of
<PAGE>
<PAGE>
Page 4 of 7 Pages
Baron Capital Management, Inc.("BCM") a registered investment company
controlled by Ronald Baron. All of those shares were paid for by cash
the assets in the accounts of the investment companies and advisory
clients.
Item 4. Purpose of Transaction
No material change.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i) 1,056,200 shares in his capacity as a
controlling person of BAMCO and BCM . Reporting Person disclaims
that he is the beneficial owner of these shares. (ii) 125,000
shares in his capacity as General Partner of BCP. (iii) 4,000
shares personally.
(b) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
129,000
(ii) shared power to vote or direct the vote:
1,056,200
(iii) sole power to dispose or to direct the disposition:
129,000
(iv) shared power to dispose or direct the disposition:
1,056,200
Reporting Person may be deemed to share power to vote and dispose
of shares referred to herein as a result of his control of the
investment advisers for whose advisory clients he is reporting. He
may be deemed to have sole power to vote and direct the disposition
of the shares referred to above to by reason of being a general
partner of BCP.
(c) A schedule of transactions effected in the last sixty days is
attached hereto as Exhibit 1.
(d) Ownership of More than Five Percent on Behalf of Another Person:
The investment advisory clients have the right to receive the
dividends from, or the proceeds from the sale of the securities
in their respective accounts. To the best of Reporting Person's
knowledge, no person has such interest relating to more than 5%
of the outstanding class of securities.
(e) Ownership of Less than Five Percent:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
No material change.<PAGE>
<PAGE>
Page 5 of 7 Pages
Item 7. Material to be Filed as Exhibits
Exhibit 99 - 60 days of trading.
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.
Date: June 19, 1996
/s/ Ronald Baron
_______________________________________
Ronald Baron
Page 7 of 7 Pages
Cellular Communications of Puerto Rico
Transaction Schedule From 04-18-96 To 06-17-96
Exec.
Date Account ID Quantity Price
- - -------- ----------- ---------- ---------
04-19-96 bcm 1,500 26.875
04-23-96 baf 5,000 25.5
04-23-96 baf 5,000 25.375
04-29-96 baf 7,500 26.9375
04-29-96 baf 2,500 26.625
04-30-96 baf 1,700 26.625
05-01-96 baf 8,300 27
05-01-96 baf 5,000 26.875
05-01-96 bgi 2,000 27
05-02-96 baf 5,500 27.1364
05-03-96 baf 4,500 27.625
05-03-96 bgi 2,000 27.625
05-06-96 baf 5,000 27.25
05-07-96 baf 5,000 27
05-09-96 baf 10,000 29.875
05-10-96 baf 10,000 31.9707
05-10-96 baf 7,500 31.875
05-10-96 bcm 1,500 31.9707
05-10-96 bcm 2,000 31.9707
05-10-96 bcm 600 32.25
05-10-96 bgi 2,500 31.9707
05-10-96 bgi 2,500 31.875
05-13-96 baf 7,500 32
05-13-96 baf 500 31.375
05-13-96 bgi 5,000 32
05-14-96 baf 4,500 31.375
05-15-96 baf 5,000 31.375
05-16-96 baf 10,000 31
05-16-96 baf 5,000 30.75
05-17-96 baf 10,000 31.125
05-20-96 baf 5,000 31.25
05-20-96 bgi 5,000 31.25
05-29-96 baf 10,000 31
05-29-96 bgi 5,000 31
05-30-96 baf 10,000 30.875
05-30-96 baf 10,000 30.875
05-30-96 bgi 5,000 30.875
05-31-96 baf 20,000 30.875
05-31-96 bgi 5,000 30.875
06-03-96 baf 20,000 30.875
06-03-96 bgi 5,000 30.875
06-04-96 bgi 3,000 31.125
06-05-96 baf 18,000 31.75
06-05-96 bgi 2,000 31.75
06-10-96 baf 7,000 31.5
06-11-96 baf 5,000 32.375
06-12-96 baf 5,000 32.625
