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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Cellular Communications, Inc.
(Name of Issuer)
Common Stock-Series A
(Title of Class of Securities)
150917102
(CUSIP Number)
Charles A. Nalbone, Bear, Stearns & Co. Inc.
115 South Jefferson Road, Whippany, NJ 07981
(201) 739-2202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 23, 1996
(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 reporting 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)
Note: When filing this statement, in paper format, six copies of
this statement, including exhibits, should be filed with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
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CUSIP NO. 150917102
13D
NAME OF REPORTING PERSON
S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON:
1 BEAR, STEARNS & CO. INC.
IRS #13-3299429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*:
WC,PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)(e):
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7 SOLE VOTING POWER:
688,986
8 SHARED VOTING POWER:
14,466
9 SOLE DISPOSITIVE POWER:
688,986
10 SHARED DISPOSITIVE POWER:
14,466
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
703,452
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.3
14 TYPE OF REPORTING PERSON*:
BD
See Instructions Before Filling Out!
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Schedule 13D Amendment No. 1
This statement constitutes Amendment No. 1 to the statement on Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission by Bear,
Stearns & Co. Inc. ("Bear Stearns") with respect to its ownership of Cellular
Communications, Inc. (the "Issuer").
Item 3: Source and Amount of Funds or Other Consideration
The aggregate amount of funds used in making the purchases of 173,653
shares of Common Stock of the Issuer referred to in Item 5(c) hereof was
approximately $9,203,609.00.
Item 5: Interest in Securities of the Issuer (as of 8/23/96)
(a) The responses of Bear Stearns to Rows (11) through (13) of the
cover page of this Amendment No. 1 to Schedule 13D are
incorporated herein by reference. To the best of Bear Stearns'
knowledge, none of its executive officers or directors
beneficially own any Common Stock of the Issuer.
(b) The responses of Bear Stearns to Rows (7) through (10) of the
cover page of this Amendment No. 1 to Schedule 13D are
incorporated herein by reference.
(c) Since the date of its initial filing on Schedule 13D, Bear
Stearns has effected transactions in the Common Stock of the
Issuer. The details of these transactions are set forth in
Appendix I attached hereto.
(d) Not Applicable.
(e) On August 23, 1996, Bear Stearns elected to tender 414,459 shares
of Cellular Communications, Inc. for $55.00 per share. Accordingly,
Bear Stearns ceased to be the beneficial owner of more than five
percent of the Common Stock of the Issuer on August 23, 1996.
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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: August 27, 1996 BEAR, STEARNS & CO. INC.
By: /s/
Donald A. Martocchio
Senior Managing Director
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APPENDIX I
BEAR, STEARNS & CO. INC.
Cellular Communications, Inc.
Trading from 7/23/96 through 8/23/96
DATE QUANTITY DESCRIPTION PRICE / ENTRY AMOUNT
8/23/96 -406,625 Cellular Comm., Inc. TENDERED -22,364,375.00
8/16/96 1,500 Cellular Comm., Inc. 53.25 79,875.00
8/13/96 1,000 Cellular Comm., Inc. 53.0000 53,000.00
8/12/96 100 Cellular Comm., Inc. 52.7500 5,275.00
8/12/96 1,000 Cellular Comm., Inc. 53.2500 53,250.00
8/12/96 2,500 Cellular Comm., Inc. 53.2500 133,125.00
8/12/96 8,900 Cellular Comm., Inc. 52.8750 470,587.50
8/12/96 20000 Cellular Comm., Inc. 53.2500 1,065,000.00
8/12/96 200 Cellular Comm., Inc. 52.1250 10,425.00
8/09/96 50 Cellular Comm., Inc. 52.7500 2,637.50
8/09/96 85 Cellular Comm., Inc. 52.6250 4,473.13
8/09/96 1831 Cellular Comm., Inc. 52.8750 96,814.13
8/07/96 1000 Cellular Comm., Inc. 53.0000 53,000.00
8/06/96 500 Cellular Comm., Inc. 53.3750 26,687.50
8/06/96 610 Cellular Comm., Inc. 53.3750 32,558.75
8/06/96 1500 Cellular Comm., Inc. 53.1250 79,687.50
8/06/96 1000 Cellular Comm., Inc. 53.3750 53,375.00
8/06/96 650 Cellular Comm., Inc. 52.8750 34,368.75
8/06/96 175 Cellular Comm., Inc. 53.3750 9,340.63
8/05/96 1000 Cellular Comm., Inc. 54.0000 54,000.00
8/02/96 400 Cellular Comm., Inc. 54.1875 21,675.00
8/02/96 4600 Cellular Comm., Inc. 54.1875 249,262.50
8/01/96 700 Cellular Comm., Inc. 53.2500 37,275.00
8/01/96 8800 Cellular Comm., Inc. 52.6250 463,100.00
8/01/96 10000 Cellular Comm., Inc. 52.7500 527,500.00
7/31/96 600 Cellular Comm., Inc. 52.6250 31,575.00
7/31/96 1000 Cellular Comm., Inc. 53.0000 53,000.00
7/31/96 1000 Cellular Comm., Inc. 53.0000 53,000.00
7/31/96 1300 Cellular Comm., Inc. 52.6250 68,412.50
7/31/96 1600 Cellular Comm., Inc. 52.6250 84,200.00
7/31/96 2000 Cellular Comm., Inc. 53.3750 106,750.00
7/31/96 2100 Cellular Comm., Inc. 52.6250 110,512.50
7/31/96 2500 Cellular Comm., Inc. 52.6250 131,562.50
7/31/96 3500 Cellular Comm., Inc. 52.625 184,187.50
7/31/96 4000 Cellular Comm., Inc. 52.625 210,500.00
7/31/96 4000 Cellular Comm., Inc. 53 212,000.00
7/31/96 5000 Cellular Comm., Inc. 52.625 263,125.00
7/31/96 5000 Cellular Comm., Inc. 53.375 266,875.00
7/31/96 7900 Cellular Comm., Inc. 52.625 415,737.50
7/31/96 24537 Cellular Comm., Inc. 53.1481 1,304,094.93
7/30/96 4000 Cellular Comm., Inc. 52.125 208,500.00
7/30/96 2500 Cellular Comm., Inc. 52.125 130,312.50
7/30/96 5000 Cellular Comm., Inc. 52.125 260,625.00
7/30/96 5000 Cellular Comm., Inc. 52.125 260,625.00
7/29/96 400 Cellular Comm., Inc. 52.25 20,900.00
7/24/96 5750 Cellular Comm., Inc. 51.25 294,687.50
7/23/96 10000 Cellular Comm., Inc. 51.75 517,500.00
(Various Discretionary Accounts)
(Aggregate Transactions)
8/23/96 -7834 Cellular Comm., Inc. TENDERED -430,870.00
8/12/96 1749 Cellular Comm., Inc. 53.143 92,947.11
8/12/96 647 Cellular Comm., Inc. 53.143 34,383.52
8/12/96 1277 Cellular Comm., Inc. 53.143 67,863.61
8/12/96 3192 Cellular Comm., Inc. 53.143 169,632.46
